All is not forgotten
by RainingSunshineEverywhere
Summary: This is the sequel to "CWACOM: after the food incident". In here the chase is on once again. This time characters will be who they don't seem, new inventions will arise and suspense will claim almost every chapter ending.
1. Chapter 1: Underwater Bomb

**Author's Note: I'm so excited to be continuing with this story! I swear I have new ideas every day. Special Thanks to Qille and The Pointless One, who are out there waiting to read it! And of course to the numerous people who favorited my first story. This is to everyone who is ready to experience my last CWACOM fanfic. I will promise everyone this will be as good as my other CWACOM fanfics. Enjoy!**

Exactly one month had passed since the whole incident with the men in the dark blue trench coats. It had been a long month. A very long and dodging month. No one has heard of the men in the dark blue trench coats at all. Patrick Patrickson hadn't come back to the WWN, neither has he been found. Mayor Shelbourne was a whole different story. Well actually he wasn't 'Mayor' anymore, since Earl has taken over that job.

He hasn't been found either. Flint, Sam and Brent were all afraid. He could be anywhere. Reports have been coming in. They all said he was spotted somewhere. Once it was the top of the Eiffel Tower, another time it was the Himalayan Mountains. But he hasn't gone anywhere. He was here. Just not quite _here_.

xxx

"Yes, you stole that from me and I want it back! No, NO! I stole it, and then you took it from ME! It was MY helicopter! MINE! You know what? Whatever." The phone was slammed down and an annoyed sigh filled up the room.

The morning was already starting off from the wrong foot. The man crossed the room and opened his closet. He needed fresh air. He needed a new look. He desperately needed coffee. _Or water would be fine too._ He thought and smiled to himself. His closet was filled with many things. But today he felt happier. Maybe that was a good thing. He found a pair of dark jeans and slipped them on. Then he looked down at his New York Yankees baseball jersey.

"That'll do." He smiled and grabbed a dark blue trench coat from the closet. When he realized what he was holding, he ripped the trench coat in half and threw it away and rummaged through his closet. He found a white trench coat. The man never knew he owned such a thing.

"Too much like a lab coat." He threw it over his shoulder. Then he found a beige trench coat. It reminded him of a detective. He shook his head and threw it over his shoulder. Next he found a red one. It reminded him of blood.

Shaking his head again, he threw it over his shoulder. Then he found a normal zip up hoodie sweater. Sighing, he put it on. It was dark blue. The color was driving him insane. He ripped the sweater off and finally found a perfect sweater. It was a black hoodie sweater with _New York Yankees_ on the back.

"Not bad. At least I don't look like a criminal in it." He smiled and then looked at the cracked mirror on his wall. His hair wasn't so sleek anymore. It was messy. But he didn't care. He wasn't a Mayor anymore.

Outside it wasn't too bad. The streets of New York City were slowly coming to life. Yellow cabs filled the roads, as people scrambled into them to get to work. The sidewalks were becoming cramped and the steady noises of the city were getting louder.

"I seriously need a coffee." He mumbled to himself and clutched his forehead.

Really Shelbourne didn't know what happened to him. A month ago, he was a blood-thirsty criminal, wanting bad to the world. Especially to Flint Lockwood and his friends. But he still had shivers when he heard Flint's name. He wished he could just kill the guy for once and for all, but it was the hardest piece of homework he had ever done.

"I promised to never touch a gun again." Shelbourne clenched his teeth, as he walked down the sidewalk. But he couldn't promise himself that. He knew that at one point in life, he'll raise a gun once more. _You lost your wife, you killed your daughter, you killed Lucio and you have harmed many people. _A voice hissed in his head. Shivers ran down his spine. His wife. He had no clue what even happened to his wife.

She still might be alive somewhere…

xxx

"Say cheese!" Brent grinned as he held the camera and snapped a picture of himself, Flint and Sam. Flint and Sam ended up laughing, so the camera ended up being lopsided and so did the picture.

"What's so funny?" Brent demanded and poked Sam in the side. She stopped laughing. The group went silent for a few seconds.

"Eh, nothing." She smiled and Flint just laughed.

They had decided to spend the day on the beach. ChewandSwallow didn't have the best beaches, but it was best for them. The water was somewhat clear and the sand wasn't dirty. But the day was sunny and beautiful. Flint needed to get his mind off things, and so did Sam. She was very close to quitting her job. Or she said she'll live here and report weather for the WNN from ChewandSwallow.

Brent was always free to have fun. He helped Earl day and night with being the new Mayor of ChewandSwallow. Brent said it was hard work. It had taken them a week to clean out all of Mayor Shelbourne's things, then a week to settle in. The town was relieved to have Earl as Mayor. No one complained about him, like some did about Mayor Shelbourne.

And Flint of course wasn't too busy, but he finally had the guts to create a new invention. He didn't tell Sam or Brent yet. They'd freak out. So far he had two ideas. But he couldn't even tell us. But all he said was that it was going to be his best yet. At least he hoped. He explained that the invention was also the hardest.

"I know I might fail, and but it's worth a try." He told Steve late one night. Steve just climbed up onto the table and peered at Flint's sketches. But now Flint didn't want to think about that now. He was enjoying himself with his two best friends and that's all he needed now.

"You guys wanna go swimming before it gets dark?" Sam then got up, just as Brent and Flint sat down. Both looked up at her and she gave them a pleading look. Sighing, Flint threw his towel down and got up. Sam smiled, and then both looked down at Brent.

"You guys go on without me. I want to catch the last of the sun's rays." Brent slipped his sunglasses on and lay down with his hands behind his back. The August sun beat down the last of the summer rays. Soon it would be September again.

"C'mon, Flint!" Sam grabbed Flint's hand and led him after into the water. The water was a bit cold, but Sam instantly dived in. Flint stood there with the water up to his waist. Then Sam came back out and smiled at Flint. She came over and shoved him into the water and he fell in screaming.

"What was that for?" he asked as he came up to the surface laughing. She blushed and then dove back under. Flint followed her. He opened his eyes once he was underwater and glanced around. A few sardines swam by. Then he saw Sam swimming like a fish not too far away. The water was already very deep and the bottom wasn't seen. She looked over at him and smiled. He smiled back.

But before they could swim to each other, something fell into the water. It was small and round and—

Gasping, Flint swam to Sam and grabbed her hand. Then he they both began to swim hurriedly to the surface. Sam tried to look over her shoulder at whatever the small round object was, but they had already broken through the surface. Still holding Sam's hand, Flint swam to shore as fast he could.

"Guys! What's wrong?" Brent asked as he ran to shore to meet us.

"Something landed in the water and Flint seemed to know what it was, so he helped me back." Sam explained and gave Flint a quizzical look. He looked down on the ground and sighed.

"It was a bomb." He whispered.

"WHAT?" Brent cried and took his sunglasses off. Sam glanced at Flint with wide eyes and a small gasp escaped her.

"A b-bomb? Where did it come from?" Sam stammered. She exchanged knowing glances with Brent and Flint. Both blinked. Then Flint shook his head. It couldn't be. No, I couldn't. It would be insane if it was.

"No. It's not him. Shelbourne cannot have come here." Flint shook his head. But Brent didn't look so sure. Neither did Sam. Sam bit her lip and looked up at the sky, where the sun was setting and the sky was growing dark. Slowly, Brent looked up too. Sighing, he went to pack up their beach things.

"Sam, I'm 99.9% sure it's not Shelbourne." Flint put a comforting arm around her shoulders and she looked up at him.

"What about the 0.1% that's left over?" she demanded. Flint blinked down at her and didn't answer. She looked worriedly over at the empty beach. Everyone had already left. Brent soon came with their things and each one of them took something to carry home. He looked calm, for someone who had just had his best friends experience a bomb. But suddenly Flint dropped his beach things.

"I'm going in." he replied in a confident voice.

"Huh?" Brent asked and Flint slowly kicked off his flip-flops.

"I'm going underwater to search for the bomb." Flint told them.

"Are you insane?" Sam wailed and dropped her beach things too. But Flint wasn't kidding. He was seriously going to dive under and search for the bomb. As he approached the water's edge, Sam ran over and grabbed his arm. She stood there and pleaded for him not go.

"Sam, do you want to find out who the bomb belongs to? If someone wants us dead again, I want to find out who it is." Flint shook her hand off and ran into the cold water. Sam watched him with a horrified look on her face. When he reached the approximate area where the bomb was, he took a deep breath and dived.

The last rays of the sun shone into the water and gave little light for Flint to see underwater. He spread his arms out and swam deeper down. It was pitch black down there. He wondered if the bomb exploded yet. To answer his question, the water got warmer and vibrated a bit.

Flint was also loosing breath too. He began to paddle to the surface. But then something was pulling him back. Some sort of underwater vacuum. He began to desperately paddle again and wave his arms helplessly through the water.

_BOOM!_

The water was churning so fast that Flint lost control of himself and tried to see through the churning water and many bubbles. The bottom of the ocean floor was now visible and the tiny bomb had exploded. But Flint didn't have time to get it and swim to the surface. He was losing air fast and couldn't move another muscle.

Brent had dived into the water to save Flint, because Flint didn't seem to be coming out of the water. When he reached the churning waters, he dove and underwater saw Flint sinking to the bottom. Holding his breath, Brent swam through the water and grabbed Flint's arm. He quickly resurfaced and hauled Flint all the way to shore.

"Is he okay? What happened?" Sam ran into the water and helped Brent place Flint onto the sand.

"The bomb exploded underwater. Don't worry, it wasn't that bad. Just churning water and warmer water. He'll be okay." Brent flopped down on the sand too. Sam knelt down beside Flint and gently patted his cheek.

Someone defiantly wanted bad for the three of them.


	2. Chapter 2: Mysterious

The sky was bright orange as the sun rose over the buildings. The sunlight spilled through every open window and warmed everyone's souls. People grinned as they walked down the street.

No that was wrong. That was what was hoped but it was the complete opposite. The sky was cloudy and a soft drizzle fell over everyone's heads. The sun stayed hidden behind the clouds and there was hardly any smiles going around because it was supposed to be sunny. But rain had beaten its way in. All the windows were shut tight, so the light rain wouldn't come inside.

But the only person seen with a good mood was Albert Shelbourne; former Mayor of ChewandSwallow. He was walking down the street with his hands deep in his pockets and a soft smile played on his face. For some reason, he felt like he had slept a long dream and now awoke like a different person. But he knew what he was going to do today.

"Get a disguise and then go to ChewandSwallow." He grinned and some terrible thoughts instantly raced into his mind, but he shook them away. He wondered what happened to his house, office and everything that every belonged to him. What about the people?

He stepped into the barber shop and came out with black hair gelled to the left.

He entered into the eye doctor's office and lied about his vision, saying that he couldn't see well and the doctor gave him glasses after a few chart reading tests. Then he got un-prescribed contacts that changed his eye color to a forest green.

He stepped into a couple of clothing stores and came out with a bag filled with a few things. Then he took a taxi to his flat and went to pack his bags.

xxx

The next morning Flint woke up with a pain in his head. He sat up and looked over at Sam sleeping on his bed. He suggested that he'll sleep on the floor and she in his bed. Her breath came out slow and quiet. Sighing, he got up.

"Steve!" Steve grinned at him, when the monkey saw Flint.

"Shhh!" Flint shushed at the monkey. Steve nodded and ran ahead of Flint, and jumped onto Flint's table, where the blueprints for Flint's new invention were lying around.

"Steve, when should we start building?" Flint asked Steve in a whisper.

"Now!" Steve crawled over the blueprints and inspected them. Flint bit his lip and glanced over at sleeping Sam. This invention would be breaking a law and he could be arrested for it. Thrown in jail or shot by government officials. He didn't want that. But he was desperate to start.

"Steve, not now. Sam might wake up and see!" Flint turned to the monkey.

"See what?" Sam yawned and she came up behind Flint. Gasping, Flint quickly rolled up his blueprints and ran to hid them on the shelf. But he tripped in the process and the blueprints flew everywhere.

"Flint! Are you okay?" Sam cried and leaned down to pick up a blueprint.

"No! DON'T TOUCH THOSE!" Flint wailed, got up and dusted himself off. A look of confusion spread across Sam's face and she handed the blueprint to Flint. He apologized and went to collect all his blueprints. Shrugging, Sam went to get dressed. Flint was already dressed—he slept in his clothes.

"Where'd Brent say he was meeting us?" Sam rubbed her eye and made Flint's bed. But while she was making the bed, she saw that one of the drawers to Flint's night table was open. To make sure Flint wasn't looking, she opened the drawer wider and the first thing she saw was Flint dancing with some girl. Her eye twitched. Wait, were they waltzing? She turned the picture over. It said the year 2003.

"10th grade. He was in 10th grade. He never told me he had a girlfriend." She muttered to herself and then Flint came into the room. He stopped in his tracks, when he saw Sam holding the photo of him and Marie.

"Where'd you get that?" he demanded.

"In your top drawer. It was open. Anyway, who's the girl?" Sam asked. She didn't care that much, but it was cool to know that some girl once dated Flint. Well, not really.

"Marie. She's dead." Flint replied and went to do something at the other side of the lab. A small gasp came from Sam and she looked down at the picture. Her eyes clouded with tears, even if she didn't know the girl. _The poor thing._ Sam thought to herself.

"How did she die?" Sam asked and gently put the photo back into the drawer and shut the drawer tight. Slowly Flint turned around and fumbled with whatever was in his hands. A look of nervousness deepened on him as he tried to find the right words to say.

"I don't know how she died. But if I tell you that Mayor Shelbourne was her father, I think that's enough information." Flint replied bitterly and Sam didn't say anything. She was much too speechless. But then Flint grabbed her arm and led her after him, out of the lab. As they stood in the elevator, Sam couldn't help but noticing how shaken Flint was.

First he probably had the whole bomb incident in his head, plus he was working on some invention he wouldn't tell anyone about and lastly he was still freaked out about what happened a month ago. His shoulder had taken a long time to heal and so did the rest of his injuries. She was worried about him.

"Hey guys!" Brent waved as they came out onto the street. Smiling, Sam and Flint waved back and then the three headed for Main Street for breakfast. ChewandSwallow had turned into a beautiful town after the food incident. All the leftover food had been used for compost, so they had soil to plant crops. Soon bakeries and restaurants opened and the supermarket re-opened. There was no trace of sardines anywhere. A law had been made for ChewandSwallow that no sardines were every allowed to be presented in anyway.

"Where should we eat today?" Sam asked as they stood on Main Street.

"I dunno. Anything will be okay." Brent looked around. Only Flint wasn't thinking about food. He was watching the early morning boat arrive at the docks and one person came off the boat. It was a man Flint never saw before. Maybe he was moving into ChewandSwallow. But the man looked like in his late thirties, had jet black gelled hair, thin rectangular glasses, and wore dark jeans and a dark green hoodie. The man looked around.

"Hey, guys look. Someone is new to our town." Flint told Sam and Brent; who were arguing about where they should have breakfast. Both glanced at the man who was walking down the docks. The man blinked around and slung his backpack over his shoulder. To Flint he seemed lost.

"Let's go help him out." Brent suggested and began to walk to the man. Nodding, Flint and Sam followed. The man saw them approach and Flint could've sworn he saw the man narrow his eyes at Flint—not in a good way. The three stopped in front of the man and Brent put on his best welcome-to-ChewandSwallow smile.

"Welcome to ChewandSwallow. Do you need help?" Brent asked politely.

"Nah," the man replied, but then cleared his throat and began to speak in a British accent; "I'm fine."

"Oh, okay, sir." Brent frowned and saw the man take a few steps ahead of them. The man came to Main Street and the three saw him drop his backpack to the ground and spread his arms out and spin around in a circle. _He seems to know that place, but I know everyone in town and I NEVER saw him before._ Flint thought curiously to himself and watched the man grab the backpack again and began to skip down the street. But, the Ratbirds also saw the man. One of the Ratbirds squawked and suddenly they were flying down at the man.

Flint couldn't believe it. It had been a LONG time, since the Ratbirds attacked anyone. They now flew down like darts at the man. Brent and Sam saw too.

"SIR MOVE!" Sam shouted.

"WATCH OUT!" Brent yelled.

"DUCK DOWN!" Flint hollered at the man. When the man turned around to see what was causing all the commotion, he saw the Ratbirds and screamed.

"AAAHHHH! RATBIRDS!" he screamed and ran down Main Street, carrying his backpack as he ran. With goggled eyes, the three watched the man run down Main Street and into a café. When he shut the door behind him, the Ratbirds slammed into the glass door and fell onto the ground. _How did the guy know those were Ratbirds? He doesn't live here. How does he even know the place?_ Flint thought to himself. Something was defiantly fishy about the guy.

"C'mon let's go into the café the guy just entered." Flint suggested and sighing, Sam and Brent agreed. The Ratbirds that lay near the glass door had gotten up and flown away. They entered the café and instantly saw the man sitting in an empty booth. He was sipping a coffee. Brent led the group over to the man's booth.

"Can we sit with you?" Brent asked the man. Quickly, the man looked up and his face went pale. But then he cleared his throat and nodded. Smiling, Sam sat down next to the man, while Brent and Flint across from them.

"Would you like to order something?" a waitress came up.

"French Vanilla coffee for me." Sam told her.

"Waffles for me, thanks." Brent smiled.

"Espresso Coffee for me and a bagel." Flint told her and then muttered his thanks. The waitress smiled and left. Then Flint turned back and glanced at the man who was doing something on his phone. Who was he? They never even asked for his name!

"What's your name, sir? I'm Flint Lockwood and these are my friends: Brent McHale and Sam Sparks." Flint smiled and held his hand out. The man hesitated and then shook it.

"My name is Alan Shell." The man winced and replied in his British accent. He let go off Flint's hand and began to look at something on his phone again.

While Alan turned away, Flint glanced around the café. Not too many people sat in the café. But then someone entered the café and Flint's blood ran cold. He shrunk in his seat and felt much freaked out. His eyes watched the person (he couldn't tell if it was a female or male) sit at a small table in a dark corner.

But that was not what freaked him out. It was the clothing. The person wore a dark blue trench coat and a dark blue trench hat. Flint was experiencing déjà vu. It was just like the time he and Brent were in NYC searching for the FLDSMDFR, and stepped into a café. A person in a dark blue trench coat sat in the dark corner. Same here. The person was also reading a newspaper, and so was the man in the dark blue trench coat in the café back then.

But back then, the man had pulled out a gun. Here, nothing was really happening. At least not yet.

"Guys, it's a person in a dark blue trench coat." Flint told Brent and Sam. Alan seemed to be listening too, because he leaned in. Then they all glanced over at the person in the dark blue. Sam sucked in her breath.

"Listen, maybe it's nothing. What, are we going to go crazy every time we see someone in a dark blue trench coat?" Brent asked and folded his arms over his chest. Alan glanced at all of them. Then his eyes widened. He got up.

"We need to get everyone out of the café." Alan got to his feet. Sam got out of the booth, so he could come out.

"Why?" Brent demanded.

"He or She has a weapon." Alan said over his shoulder and ran over to people to warn them calmly. Alan seemed to tell them something good, because the people were going outside.

"Guys, leave!" Alan hissed to Brent, Sam and Flint as he came back to them. Then he stared at the person in the trench coat who still read his newspaper.

"No." Flint held his breath and got up from the booth. Quickly Brent followed.

"Please, I can't you guys be killed." Alan pleaded. Sighing, Flint motioned Sam and Brent to follow him out the door. When they exited the café; instantly they peeked through the glass windows to see what Alan was going to do.

"Oh God help me." Alan looked up at the sky and then pulled out a gun out of his hiking boot. Through the window, Flint watched with an open jaw. Alan _had a GUN?_ He watched as suddenly the person in the dark blue clothing slam the newspaper down and suddenly a dark blue fog filled the café. Flint, Sam and Brent heard loud gunshot and screams.

Then it was all silent and the fog disappeared. Gasping, the three ran back into the café. The person in the dark blue trench coat was gone. Alan lay on the floor with a pale face and the gun gripped tightly in his hand.


	3. Chapter 3: Gone

The three couldn't believe their eyes. Alan lay on the floor with the gun gripped in his hand. They knew he was alive, when he blinked and then sat up. Then he threw the gun across the room and moaned as he clutched his head. His shoulders shook as his cries rang out and around the café. Sam knelt down beside him. Flint and Brent watched her. She placed a gentle hand on Alan's shoulder and he froze under her gesture.

"Listen, they escaped. So what? We know it's wasn't Shelbourne. He would have taken a gun out a shot everyone." Sam told Alan. He couldn't move. Then he got up and her hand slipped off his shoulder. His face was pale and Sam got up.

"Shelbourne is dead." Alan replied and his eyes narrowed. He went to the other side of the room and picked his gun up. Then he tucked it into his hiking boot.

"How do you know?" Brent asked and furrowed his eyebrow.

"I just know. Just know. Many people know." Alan gulped and tried to look innocent. He had already broken one promise he gave to himself—to never touch a gun again. But if he didn't get his gun out, he would have been shot. In the dark blue fog, he shot the person's trench coat and probably shot them in the leg too. All he had to do was look around for anyone with a crippled left leg.

"Those are rumors." Flint crossed his hands over his chest and squinted at Alan.

"WHAT HAPPENED HERE?" the waitress came in carrying a tray with food and drinks. She sniffed the air and covered it with her hand, while she balanced the tray in the other.

"Nothing, miss!" Alan rubbed his forehead and she nodded and left.

"Well, I better go." Alan told Flint, Brent and Sam.

"Yeah, okay." Flint nodded and they followed Alan out the door of the café. Outside, Alan turned down Main Street and headed for City Hall. The three stood on the street then they all exchanged glances.

"Today has been so far, the weirdest day of the week." Sam sighed and glanced up at the sky. Both Brent and Flint looked at her and she just smiled. But then Brent reminded her about the bomb incident. Shaking her head she watched Main Street fill up with people. To her today had been the weirdest day. She hoped that they wouldn't encounter the person in the dark blue trench coat anymore. If Alan wanted he could deal with it himself.

"You guys wanna hit the beach?" Brent then asked.

"Not today. I'm busy." Flint shook his head. Confused, Brent and Sam glanced at him. Usually it was Flint who was excited to go to the beach. But today he seemed a little off. Sam missed the hyper Flint. Brent missed the courageous and always-smiling Flint. To them, he seemed to change too much.

"You guys go ahead. I'll be in my lab." Flint deepened his hands into his lab coat pockets and trudged back to his lab. He had a major headache and his hair wasn't even as spiky as it usually was. It was lanky and flopped to one side. All he needed now was a shower and some time alone. Then maybe some sleep.

To tell the truth, he almost hadn't been getting any sleep. Most nights, he'd wake up in the middle of the night and end up thinking about his new invention. Then he wouldn't be able to sleep and end up staring around the lab. He desperately wished things were the way they were after the FLDSMDFR. Before the man in the dark blue trench coat incident. If only he could go back in time.

Smiling to himself, he finally made his way into the elevator of his lab. The elevator seemed to be going up slower than usual. Well, he didn't blame it. It was old. Maybe someday he could get to the idea of fixing the elevator.

When the elevator actually made it to the main floor, he got out and instantly made his way to his desk. Steve was still asleep. When he heard Flint enter the lab, he shot up awake.

"Steve!" Steve grinned and ran over to the desk, where Flint was seated. Sighing, Flint looked up and smiling ruffled Steve's head fur. Steve smiled back and watched Flint finish the last of his blueprint. There were numbers and little comments beside each drawing. There were arrows pointing at other drawing. To Steve, the blueprints looked like a big jumble of absolutely nothing.

Taking a deep breath, Flint got up and spread all his blueprints out neatly. Then he cracked his knuckles and looked over at Steve. Steve returned his look and the two began to build his invention.

"Searching bookshelf for history of the ages book."

"Scanning book into computer."

"Finding video tapes and photo albums."

"Scanning photos and moving video tapes onto computer."

"Typing in key points."

"Wiring the transmission."

"Processing info."

"Building dome-shaped encasement."

"Setting up signals."

"Screwing and connecting on buttons."

"Building dashboard."

"Connecting light clock to wires."

It was going on and on. Flint didn't exactly know how much time was passing. But at one point, Steve stopped helping and collapsed on the ground. The poor monkey was exhausted. But not Flint. He was still running around muttering something about the law of physics and the speed of light. It was soon, that he was getting lost in his own words. Now he started saying something about being hungry.

His invention was so far going well. At least he hoped so. Somewhere he knew he had made one or two mistakes. But he wasn't sure. Maybe he hadn't made any mistakes at all. He COULDN'T have made any mistakes. One mistake and he could end up in trouble. This invention wasn't like the Ratbirds, or the Remote Control TV, where everything will end up being A-okay. This invention was more like his Spray-On Shoes. One mistake and he'd be screwed. This was harsh. He didn't want to end up dead or paralyzed or going completely insane.

For all he knew, he could get brain damage or live as an Alzheimer patient for the rest of his life. An Alzheimer patient who will be thrown in jail and be behind bars for life.

"I'll finish later." He yawned and covered the invention with a white tablecloth he had stolen from the linen closet in the house. As he left his lab to go into the house to take a shower, he wondered about what he was doing.

"I'm not a mad scientist and yet I'm building the invention of one." He grumbled and opened the back door to the house.

xxx

Night had fallen and Flint lay in his sleeping bag, staring at the ceiling of his lab and waiting for Sam to get back from the beach. His mind traveled to the expression she might have on her face, when she got back. Happy and smiling.

"Flint! Where you here all day?" she asked and entered the lab. For some reason she was wearing her reporter clothes. She dropped her beach bag at the entrance and slowly came up to him. He sat up and looked into her big green eyes. Then he got up and she came over and hugged him tightly.

"Are you okay?" she muffled into his shoulder.

"No." he confessed and slowly let go of her. Her mouth opened to say something, but she shut it. But then she spoke.

"You sleep on the bed tonight. You need a good, comfortable sleep." She told him. Then she steered Flint to the bed, while she went over to the sleeping bag. He lay down on the bed on top of the covers and covered his eyes with his hands. They were going to close any second. That's how much he wanted to sleep.

"Okay." He nodded and moved the hands away from his face. Sleepily, he curled up and shut his eyes. Smiling softly, Sam came over and gently kissed him on the forehead. After she went over to the sleeping bag and crawled into it. Sleep washed over her and soon she her breath came out rhythmically along with Flint's.

Both slept peacefully through the next few hours, until disaster struck…

The next morning, Flint awoke and stretched happily. He hadn't slept so well in a while. But now he felt well-rested and ready for a great day. Maybe today he'll be able to go to the beach. He got up and looked over at Sam's sleeping bag. There was her sleeping lump. The sleeping bag cover covered her face and head.

Getting out of bed, he came over to Sam's sleeping bag and gently shook her. No answer. Confused, Flint moved the sleeping bag cover away and gasped. Sam wasn't there. Instead there were a bunch of pillows. But no Sam. Maybe she was playing a trick on him? He looked over at Steve; who woke up too and was staring at Sam's empty sleeping bag.

"Steve?" Steve asked and came over to the sleeping bag. He blinked at the pillows and poked them as if Sam would magically appear.

"SAM! If you're playing a trick on me, come out!" Flint called out and glanced around the lab, waiting for some box or chair move, for Sam to emerge from behind it. But nothing moved. If she was really playing a trick on him, she would have come out and would've started laughing.

"Steve, where is she?" Flint asked the monkey. Shrugging, Steve crawled around the lab, looking for clues of where Sam could've gone. Flint just stood over her sleeping bag, looking down at it. Did she say anything last night about leaving? No, she didn't mention anything. But she WAS wearing her reporter's outfit. Did that mean anything? It might have.

But she would have said something to him if she was going somewhere. Finally, Flint got his cell phone and dialed her cell. She didn't pick up. It went right to the _please leave a message after the beep_. Ugh. Then he called her apartment. Same thing. Now he was really desperate. He decided to call the WNN.

"Hello, this is the Weather News Network! How can we help you today?" came a thick woman's voice.

"Uh, yes, do you know if Sam Sparks is at work right now?" Flint asked and gripped the phone tighter. _Please tell me she's there!_ Flint thought to himself.

"No, sorry, sir. She's not here today." The woman replied.

"Oh, thanks. Bye." Flint hung up and groaned. Where was Sam? He had to know! Then Steve began to tug on his lab coat. Flint looked down at him and asked what he wanted. Widening his eyes, Steve pointed across the rom. Then he took Flint's hand and led him over to Flint's desk. On top of the new invention's blueprints was a note written on a piece of lined paper.

Here's what it said:

_WE HAVE SAM SPARKS. YOU WANT HER? TOO BAD. LIFE IS FILLED WITH DISAPPOINTMENTS. BUT WE WILL GIVE YOU A CHANCE TO FIND HER. FIRST YOU MUST NOT TELL THE POLICE ABOUT THIS OR SHE DIES. YOU MUST NOT TELL ANYONE ABOUT THIS OR SHE DIES (ONLY MR. McHALE IS ALLOWED TO KNOW ABOUT THIS). SECONDLY, WE WILL BE WATCHING YOU LOCKWOOD. ONE MORE THING: DON'T THINK YOU CAN OUTSMART US WITH YOUR INVENTIONS. WE HAVE OUR EVIL INVENTIONS. _

_THE GAME IS ON LOCKWOOD. YOUR REWARD: SAM SPARK'S LIFE. _


	4. Chapter 4: Taxi, Elevators and Ladders

The first thing after reading the note Flint did was run around the lab freaking out. His mind raced and so did his heart. What was he supposed to do? Call Brent? He couldn't tell anyone! _Oh God, what was I supposed to do?_ Flint thought. Finally, he slipped the note into his pocket and took at least ten deep breaths. Then he finally snatched up his cellphone and speed-dialed Brent. He picked up and Flint told him to meet him at the Main Street corner.

Flint changed into a new shirt and pants, then grabbed his lab coat and ran to the elevator. Steve watched him go. _If I don't come back, he'd hopefully find the stash of food under my bed I kept it for him. _Flint thought. Then he sprinted down my magenta colored tunnel and pushed the elevator door open. The elevator whooshed down and he ran across the backyard. Around the house and sprinted down my street. They had to find Sam.

"Flint!" Brent waved at me, when I came at the corner of Main Street and saw Brent standing there. I came over and caught my breath.

"Sam's gone." Brent's eye twitched.

"How do you know?" I demanded. Not saying anything, he handed Flint a note written on a piece of blank paper. Quickly, Flint snatched the note and began to read it to himself.

_Listen, Sam Sparks has been kidnapped and we want to help. How do we know? Well, we'll explain later. We can help you and Mr. Lockwood find her. Do you remember that building rooftop in NYC where this rope ladder was over? Okay, you're probably confused. Remember last time when you were looking for Sam and the food machine? There was this rope ladder dangling in the sky. The ladder led to a government helicopter. Well go there again and climb the rope ladder. We can help you. _

"Weird, right? Could this be a trap?" Brent asked. Thinking for a while, Flint showed Brent the note he got. Slowly, Brent took it from Flint's hands and read it. After he stood there shaking his head.

"Well, I really don't know what to do." Brent handed the note back and then re-read his.

"How about we go to New York City and go to that building…" Flint thought out loud. Really he didn't know. That area was near the Empire Building. The same place where he got injured and ended up in the hospital for a few days. The same place where most bad things had happened. He didn't want to go there and end up lying in the hospital again. What about the bomb that attacked him and Sam in the water? What if more bombs came down and attacked him and Brent? But Brent seemed to be thinking the same thing as him.

"Flint. We could get shot, killed, or injured there. Maybe we won't, but you never know." Brent gasped and then closed his mouth and looked away.

"I know, but we have to save her. After we do, we'll go to the police. All this dark blue trench coat business has to end." Flint glared at the ground and then looked up and glanced around Main Street.

"Wait. Your note said not to tell anyone about our notes or Sam's disappearance. Then it said that we'll be watched. Doesn't this mean that if we get help from whoever is in the helicopter, they'll kill Sam?" Brent's eyes widened.

"Well, they ALREADY know about the disappearance, so we won't be telling them anything. They'll be telling things to US." Flint pointed out. Thinking for a moment, Brent shrugged.

"That works." He replied.

"Then let's go. The next boat leaves for New York City in ten minutes." Flint replied. Nodding, Brent nodded and they both walked toward the docks. They didn't see 'Alan Shell' watch them go and then slowly follow them onto the boat. But he was ready. He slipped on his dark blue trench coat and unbuttoned it to make sure he didn't look suspicious. But no trench hat. He didn't want to look too much like a criminal.

The dark blue color bothered him, but the coat was warm and had many pockets too.

"I have to make sure they'll be safe." He muttered to himself. But then he also knew that was no excuse. For some reason, he felt like he was waking up from a good dream and suddenly slipping into a nightmare. His 'nice' strings inside him were growing hot and were sure to snap any minute now.

xxx

The moment they reached New York Harbor, Brent flagged down a taxi and both climbed inside. Then Brent asked the taxi driver for a map of the city. Soon, Brent was telling the driver where to go. Flint just sat in the backseat, looking out the window. The tall buildings flashed by as the taxi zipped down the streets.

"STOP! RED LIGHT!" Brent cried as the traffic light flashed red. But the taxi driver didn't have time to brake. He went straight on and almost collided with a couple of cars.

"Sorry! I wouldn't have had time to stop anyway. Besides I'm a professional taxi driver!" he cried and missed another car by a centimeter. Brent gripped his seatbelt.

"I bet I can be a professional taxi driver too. I can't drive either." He muttered under his breath.

"You can drive flying cars." Flint grinned from the backseat and the taxi swiveled sharply to the left and went around the corner. Brent rolled his eyes and then the taxi driver finally came to their street. Flint remembered that last time they were here, the street was closed because of construction. Now it was full of cars.

"Thanks." Brent told the driver and slapped a twenty into the guy's hand. Quickly, Flint got out of the car too and the taxi zoomed away wildly. Now they crossed the street and both saw the Empire State Building. Then they saw the tall office building there too.

"You ready to go onto the rooftop of the building." Brent asked. Sucking in his breath, Flint nodded. Slowly, they went around the building and found the back door. They pried the door open and stepped into some kind of cold basement. Quietly, they made their way through the basement and found a flight of stairs. Once they climbed the flight of stairs, they entered a hallway filled with light. The building looked empty, and seemed to be strangely quiet. There was an elevator in the hallway.

"I'd rather take the elevator than the stairs." Brent told Flint in a whisper and pressed the button on the wall to call the elevator down. Then both looked at a dark flight of stairs leading upward to all the other floors.

"Yeah. I agree." Flint felt shivers run down his spine. The elevator came and they stepped inside. Brent pressed the rooftop button and the doors shut close. The elevator pinged and started to go up. They watched the floor numbers flash by on a small screen beside the buttons. But suddenly the elevator stopped at the 13th floor. The doors pinged open.

"No one's coming in. But someone had to ring the elevator so it comes to this floor." Flint blinked. Brent gulped and chills ran down his spine. He was scared. There was someone in the building other than them and the elevator stops on the 13th floor. Not that he believed in all the superstition having to do with the number 13, but he still felt scared.

The elevator pinged closed and didn't move. It didn't move up or down. Suddenly the doors opened again (still on the 13th floor). And this time instead of an actual floor, there was a stone wall in front of them.

"F-Flint?"Brent whimpered and slowly reached out to touch the stone wall. Suddenly the elevator doors began to close again and Brent moved his hand away. He turned pale and then they watched the elevator stand still again.

All of a sudden, the lights inside the elevator flickered out. Brent sank to the floor and slowly began to whimper.

"We are going to die in an elevator. I don't want to die in an elevator!" he cried out. But Flint still stood there. Yes, he was a bit scared and there were shivers running down his spine, but he wasn't as scared as Brent. Not yet. The elevator still didn't move. It was still stuck on the 13th floor. Poor Brent still sat on the floor whimpering. He was seriously about to start crying with fear.

"Brent! Just shut up!" Flint hissed through the darkness. Instantly Brent quieted down and hugged himself to keep himself from being scared. Now Flint was listening closely. He heard something or someone banging on the elevator door. _But there was a stone wall there! _He thought to himself.

"Brent, whoever is on the other side of the door is just trying to scare us." Flint whispered and Brent gulped. The banging stopped and then the lights flickered back on. A sigh of relief came from both Flint and Brent. The elevator began to make its way up again. All the way up to the 23rd floor (rooftop).

The elevator doors pinged open and they stepped out of the elevator. Finally they were on the rooftop. The wind up here was strong and Flint forgot had high the building really was. He didn't want to look over the edge. No way.

"Flint, look!" Brent pointed to a rope ladder dangling not too far from where they were standing. When Flint saw it, something clicked in his mind. Wasn't the government helicopter overhead, Shelbourne's? What if he was waiting for them up there? But then what if Sam was up there? The note said that there were people up there who could help them.

"It's worth it." Flint replied and placed on foot of the rope ladder. Sighing nervously, Brent slowly followed. They began their climb up the rope ladder. With each step, Flint felt more and more frightened. They didn't know what was up there! More importantly—who was up there.

"Flint, if we die, I'm blaming it all on you." Brent replied as they were halfway up the ladder.

"We'll be dead, so you can't exactly blame me." Flint grinned and Brent frowned.

The rope ladder then began to swing because of the violent wind. Flint was sure that any second the rope ladder would snap and break. In fact it was. One side supporting the ladder was hanging on four cords. If they stepped over that part of the ladder, it would snap and break.

Three cords now. The rope ladder looked ready to give in and then they'd plunge to their death. Holding his breath, Flint told Brent to SLOWLY climb back down the rope ladder and make it to the rooftop. But as soon as they made one step, another cord snapped. The rope ladder was hanging at a strange angle and now the other side couldn't support much, so the cords there were breaking too.

"If we don't survive this fall, it was nice knowing you, Brent." Flint glanced down at Brent. Smiling weakly, Brent nodded.

"And if we do survive, it'll be a miracle." He smiled hopefully.

Another cord snapped on the side with only two cords left. Now one side hung on one thin cord and the other side was losing cords too. Flint gripped the rope ladder tightly and began to mutter something about how they shouldn't have climbed the rope ladder. _We should have found Sam a different way! Not listening to some dumb note!_ He thought to himself.

The last cord on the side snapped and the rope ladder was swaying dangerously to the other side. The other side was losing more and more cords too. And they were breaking away from Flint's and Brent's weight. This wasn't good.

The last of the cords snapped and the rope ladder fell. The part they were holding onto broke away and now Brent and Flint were falling.

"I'LL BLAME YOU NOW!" Brent shouted at Flint over the wind, as they plunged down.


	5. Chapter 5: The League of DBTC

**Author's Note: I know I normally update every day, but yesterday I had SO much homework that I sat till almost 11 at night. Ugh. Today I have none! So this chapter is coming. [I know this isn't CWACOM, but…] I watched HTTYD (for the 100****th**** time, not literally) today and I love Toothless even more (aww, I didn't forget about you either, Hiccup)! I HAVE AN IDEA FOR A FANFIC! HELL YA! [awkward silence] Okay back to CWACOM! Where's my lab coat? Don't worry, I still love CWACOM…**

The air was ripping between Flint and Brent as they fell from the sky at a dipping speed. Flint was trying to gasp in some air. He wanted to gulp in some air before he fell to his death. He even tried to take his lab coat off and make it into a parachute, but he couldn't. The wind blew his hands away. A few feet away, Brent was screaming like a girl. I wanted to tell him to shut up, but we were going to die anyway, so it didn't matter.

"FLINT, WHAT'S IT LIKE TO DIE?" Brent screamed and turned his head to look at me.

"PAINFUL, I BET. WELL AT LEAST THE WAY WE'RE GOING TO DIE!" Flint screamed back. He never thought about death too much. Did you black out and that's it? Did you feel your soul leaving you? Was there really heaven?

"I'M TOO YOUNG TO DIE!" Brent yelled and Flint saw tears glistening on his face. The ground was coming closer. Flint could make out the small people below pointing up at the sky. Some were yelling things. Maybe someone will save them. Maybe no one cared about an inventor and a guy in a track suit. We were all people. Many people died every day. But I didn't see any nets, or trampolines to catch us. I only saw a police car racing down the street. What can they do?

Well, it'll be nice of them to come to our funeral and tell my dad the news. I bet Shelbourne will crack open a champagne bottle when he finds out we are dead.

xxx

The Grand Central Station was a busy place. The subway was busy and so was the MetroNorth railroad. People rushed in and out of the train cars and hustled to their destination. Who ever thought that the subway section of the station could be the entrance to the headquarters of The League of D.B.T.C? Well you would never think that. Today a group of young (er, more like people in their thirties and twenties), we sneaking around the subway.

They didn't travel in a group, but separately. The entrance to the headquarters were in the open, so it was hard not to be seen. So each member of The League had to enter separately. One would enter, five minutes would pass and then the next member would enter.

This is what you had to do. Find the bench that's stationed in the Main Entrance of the subway railway lines. The bench is leaning against a wall. The bench has three of the legs painted black and one silver.

"Code 3! I have the girl!" the boy snapped into his radio. The radio crackled and a static response came back.

"_Good. We await you and the girl._" Code 3 replied and then the boy slipped the radio into his trench coat pocket. He was carrying a big potato sack on his back, which contained the girl he was supposed to capture. He was new to The League of D.B.T.C, and still didn't know anything. He was only 23 years old and just joined four days ago. He was Code 5.

The bench was ahead. He came over to it and stood right on the seat. To make sure no one was looking, he pulled out a small black marble out of his trench coat pocket and dropped it at his feet. The bench seat turned into a hole. It was a tunnel that led underground.

"MMFFF!" the girl from the bag on his shoulder cried out. He just grinned. She was gagged, so no one would hear her scream. He jumped into the hole, and it closed behind him. It was a bench seat once again.

Code 5 was falling through the hole, but it turned into a slide and he slide down all the way to the bottom. When he fell at the bottom, there was a giant vault door in front of him.

"_Password, please." _came a robotic voice.

"754." Code 5 said clearly and the vault door opened up. He stepped through the vault door and found himself in a huge room.

"Home at last." He sighed. The room was big. The floor was a dark purple carpet. The walls were black with glow-in-the-dark dark blue lines tracing all around the walls in different directions. The ceiling was glowing a blue glow and a diamond chandelier hang over a round oak table. Six Matching oak chairs circled the table. Across the room were seven doors. Six were bedrooms and the seventh was a kitchen.

"What took you so long?" someone called from the round table. Code 5 turned to see everyone else already here. Rolling his eyes, Code 5 placed the bag on the floor and went to sit at the table. Attendance was starting. It seemed that Code 3 would be holding the meeting.

"Okay, now. How is everyone today?" Code 3 smiled and glanced around the table. But his smiled fell when he saw who was here.

"Okay, then! I'll do the attendance! Code 1?"

"Absent." Someone muttered.

"Shelbourne is STILL absent? What's up with that guy?" Code 3 scratched his head. The table was silent. No one knew where Shelbourne was. But they all hoped he would return soon. He was better as a criminal than any of them.

"Code 2?" Code 3 asked and scanned the table.

"Absent." The same person yawned.

"Well Patrick was in jail wasn't he? Oh yeah, he escaped… Well maybe he'll return soon! Code 3? Oh that's me. Code 4?" Code 3 replied and Code 4 peeked out from their trench coat collar and nodded silently. Code 4 was the quietest of the Codes, but the most eager to do an assignment.

"Code 5?" Code 3 nodded and smile when he saw Code 3. Code 5 saluted and then looked down at the bag at his feet.

"Code 6?" Code 3, bit his lip. But the table was quiet, until the word 'Absent' came from Code 4's mouth. Sighing he dropped the sheet and couldn't believe that half of The League was gone. It was just him (Code 3), Code 4 and Code 5. Normally, they had something to do, but today it was nothing. _Wait! Code 5 brought the girl!_ Code 3 thought. He glanced at Code 5 and gestured at the bag. Slowly, Code 5 picked the bag up and opened it up.

A girl fell onto the table. She sat up with difficulty. Her hands were tied behind her back, her ankles were tied together and her mouth was gagged. It was Sam Sparks. She sat up and her eyes widened as she looked around the room. Then she looked at the three people sitting around the table. All wore dark blue trench coats. Code 3 leaned in and took the gag off her mouth.

"HELP! GET ME OUT OF HERE! FLINT, BRENT!" Sam screamed at the top of her lungs.

"Eh, sorry, missy. No one will hear you. We are miles and miles underground." Code 3 smiled evilly. Code 4 cackled, but Code 5 blinked. As he mentioned before, he knew nothing. And he meant nothing. He didn't know what The League was after, or any of The League's missions in the past. All he did was get the girl from Code 4. Code 4 kidnapped the girl, brought her to New York, and then Code 5 had to bring her here. He didn't even know where the girl came from.

But when the girl mentioned the names 'Flint' and 'Brent' he wondered if she was talking about 'Flint Lockwood' and 'Brent McHale'. Who was this girl? HE KNEW FLINT AND BRENT! Was The League plotting something against Flint and Brent? Then what the hell was he doing here? He only joined The League because he thought it was cool.

"Why'd you take me?" Sam cried and glanced at the dark and hidden faces of the people in the dark blue trench coats.

"You'll find out later." Code 3 waved her words away.

"Don't harm Flint! Or Brent!" she wailed and Code 3 frowned. He didn't say anything.

"Are you going to seriously harm Flint and Brent?" Code 5 went pale and Code 3 and 4 glanced at him as if he had gone insane.

"He needs to take a visit into the Injection Room." Code 4 muttered to Code 3.

"NOOOO!" Code 5 got up and his chair fell back. The Injection Room was behind the kitchen. Well, actually it was in the kitchen, but the kitchen also had a back door. The Injection Room was back there. You were injected with liquid that twisted your mind and turned you into a monstrous, evil person. You had to wait a few hours, so the juice spread through your body. But after a couple of years, you softened a bit. But not too much. Code 3 had been injected years ago. He used to be an innocent man. Mayor Shelbourne took him and injected him, turning his good soul into an evil one.

Code 4 was different. Injection was not needed. There was already evil pounding in Code 4's veins. Now Code 4 grabbed Code 5's arm and dragged him across the floor and into the kitchen.

"Please, don't inject me! I'll be evil!" Code 5 cried and tried to fight off Code 4.

"You're still too nice." Code 4 snapped and opened the door to the kitchen. Meanwhile, Code 3 turned to Sam and planted his hands on his hips. What should he do to her? Maybe he could inject her too and then she'll be able to join their League. But the note Flint received said she'll only be harmed when he tells the police or someone about the kidnapping.

Code 4 picked Sam up, since she couldn't move at all and carried her across the room to a dark corner. He threw her into the chair there and re-tied her arms and legs to the chair. She didn't dare scream, because Code 4 pulled out a gun and pressed it to her forehead.

"One wrong move or one scream, I'll pull the trigger. Get that, missy?" Code 3 hissed and Sam saw his eyes over his high collar. They were hazel colored. He reminded her of Shelbourne. He had…

_HOLD A NEW YORK MINUTE! OH MY GOD! _ Sam suddenly thought to herself. She had just realized something. The man Alan Shell. He was… IT WAS ALBERT SHELBOURNE! She gasped to herself and watched Code 3 go into the kitchen room. Her blood ran cold. Why was she so stupid?

First of all, his 'black' hair had brown hair on the scalp. Then his 'green' eyes were just contacts. Because she remembered seeing one eye half green and half brown. He put the contact lens in only halfway. The brown eyes gave it away. Then the last name 'Shell' was short for 'Shelbourne' and she wouldn't even start about 'Alan'. Plus the rest of his face was somewhat familiar. Geez, what an idiot she had been.

"Then what about Flint and Brent?" she asked herself quietly. Her eyes widened. They were probably looking for her, plus Shelbourne was probably on their trail. She hung her head and wished they were okay.

Her head raised when she heard Code 5's screams erupting from the seventh door. She gulped and hoped he was okay. To her, he seemed nice. He sounded like he knew Flint and Brent. Gulping, she glanced around the room. A sign caught her eye and she sighed as she stared at it.

It said: _The League of Dark Blue Trench Coats. _

**Author's Note: So what do you think? Please review =)**


	6. Chapter 6: Falling Hopes

**Author's Note: Important chapter. Lots happens here… Hope it's not too short…**

There was an ambulance streaking down the street. The police stared at their catch. Just as they saw two boys falling out of the sky, both officers ran to their cruiser and retrieved a safety net. They had caught the boys, but the net ripped a few seconds after they hit it and they fell to the ground. So, the net hadn't really done anything. The police held the ripped net and had no idea what to do.

The ambulance finally arrived and the EMT hopped out of the vehicle. While they carried in the stretchers, the police tried to figure out how the two guys ended up falling from the sky. While all this was happening, Flint seemed to be thinking to himself.

_What happened? Why do I feel so much pain? Am I dead yet? Where's my mom? Is she dead too? _He thought. For some reason, he couldn't remember anything that just happened. He even started to remember his dead mother. He also wanted to open his eyes, but they wouldn't open. He wanted to sleep forever.

"I think one might be dead!" the EMT cried out.

"Well, bring them to the hospital already! What are you standing around for?" one police officer snapped at the guy. They ran to the ambulance and swung the back doors open. Soon the ambulance rumbled off. There was a silence in the back. Flint wouldn't move, but his mind raced with weak insane thoughts. _Where's the FLDSMDFR? Where's Sam? Did the Giant Meatball explode yet? Where am I? Mom? MOM! Dad? Do I still have my lab coat? _He thought.

His mind was troubled. He was going insane. On the other hand, Brent wasn't thinking anything. Brent's mind was blank. Nothing came in his mind or came out.

_Run! I have to run! Who is the man in the dark blue trench coat? Is Sam dead? Where is Steve? Where is Manny? Is my flying car okay? _He thought this time. But his thoughts were cut short by blackness.

xxx

The seventh door opened up and Code 3 and 4 came out supporting Code 5 by his shoulders. Code 5 looked dead. Sam watched them lay Code 5 on the couch in the corner. So they had managed to 'inject' him. What was that anyway? Code 4 went back through the seventh door, while Code 3 came over to the table and began to read some papers.

"Do you know what we did to Code 5?" Code 3 looked over at Sam and an evil grin spread on his face. Shaking her head, she thought that it'd be best if she didn't say anything.

"Well, we injected him. That means we draw evil into him." Code 3 cackled and Sam frowned. Slowly, she turned her head to Code 5, lying on the couch. She wondered how you were supposed to 'draw evil into him'. Suddenly, Code 5 sat up and began to scream as if someone was shooting him. Code 3 hopped to his feet and ran to Code 5.

"Who do I kill?" Code 5 demanded. His eyes were wide and wild.

"No one, idiot. Just shut up. I'll give you an assignment later. Just sleep for now." Code 3 snapped and began to walk away.

"But I don't want to sleep!" Code 5 jumped to his feet and then grabbed the gun on the coffee table next to the couch.

"PUT THE GUN DOWN! DO AS I TELL YOU OR ELSE I'LL SHOOT _YOU_!" Code 3 yelled and Code 5 frowned and sat back down on the couch. Sam just smiled to herself. This was entertainment watching criminals argue. She wondered if they actually had the guts to shoot each other. That would be hilarious. She smiled as she watched Code 5 lie down on the couch and obediently close his eyes.

_BANG! BANG! BANG!_

__Someone was banging on the vault door. Code 3 froze. Code 5 was still asleep. He was dreaming about exploding footballs. The injection had taken his past memories and muddled with them, turning them into twisted thoughts. He dreamed about taking a flaming football and throwing it at people. He watched people burn. Before the injection, the memory would have been just a simple football game.

"What in the blue blazes! Who's knocking?" Code 4 poked her head out of the seventh door. She glared at Code 3; who stood there frozen with fear. Rolling her eyes, Code 4 stomped across the room and came over to the vault door. She buttoned up her trench coat and slapped her trench hat on her head.

"Who's there?" she shouted.

"CODE 2!" came a gruff voice from the other side. A look of shock spread across Code 4's face and she turned around to glance at Code 3. His face was unreadable too. Had Patrick seriously returned and now stood behind the vault door?

"PASSWORD?" Code 4 snapped back.

"754!" Code 2 screamed from the other side. The vault door flew open and it was true. Code 2 (Patrick Patrickson) was standing right there. His trench coat was worn out and all ripped up. It was covered in stains and dust. His trench hat was in his hands. It was ripped up too. It looked like dogs had been chasing him.

"Where have you been? Where's Shelbourne?" Code 4 demanded.

"I've been hiding. Shelbourne is god knows where. That guy vanished." Code 2 sighed loudly and Code 3 frowned. Narrowing his eyes, he crossed his arms over his chest and watched Code 2. Meanwhile, Sam was trembling in the corner. It was Patrick. She wished she could die right now. What would his reaction be when he saw her? He hated her!

"And I've got good news!" Code 2 beamed, "Today I was roaming the streets and saw two guys falling out of the sky! It turned out to be Flint Lockwood and Brent McHale! Now they're off to the hospital. I also overhead the EMT say that one might be dead!"

A long silence passed through the group, before Code 4 let out a cheer. Then she grinned and ran to the kitchen. Code 2 and 3 grinned too. Only Sam was sitting in the corner worrying. Which one was dead? Flint or Brent? What were they even doing in the sky? Maybe it wasn't them! Maybe it was someone who looked like them! But Sam couldn't convince herself. She wanted to go out and see them, but she couldn't escape. She imagined Code 3 pressing the gun to her forehead again and this time pulling the trigger. The explosion through her head would be unbearable.

"I'm off to the hospital!" Code 2 raised his arm.

"Whoa! You can't! There are wanted signs with your face on them all over NYC!" Code 3 shook his head.

"I'll go!" Code 5 suddenly replied from his spot on the couch. Everyone turned to look at him. He grinned at them. Code 3 gave him his 'death glare' and Code 5 quickly lay back down.

"How about Code 4 goes? She was successful throwing those bombs in ChewandSwallow!" Code 3 suggested.

"Hold it! I was almost caught in the café! But I guess I could go, since this isn't ChewandSwallow…" she trailed off. Code 3 patted her on the back. Code 2 wished her luck. Giving them a thumbs up, Code 4 slipped some weapons into her boots and pockets. Then she disappeared through the vault door. As soon as she left, Code 2 began to make his way to his door (bedroom), but he noticed Sam sitting tied up in the corner. An evil laugh erupted from him and Sam glared at him.

"Caught again, Sparks? Ha! I like that." He cackled as he made his way to her. Slowly he knelt down in front of her. Then he pulled out a long curved dagger out of his pocket and twirled it front of her face. Then he slowly brought the dagger to her throat and she gulped as he pressed the blade at her throat.

"Wait till Shelbourne returns. He'll have you finished in a jiffy." Code 2 hissed and she glanced at his honey-colored eyes. They were narrowed into slits. Then he got up and took the dagger away from her throat. She took in a deep breath of air and watched him walk away.

xxx

The hospital was quiet. Flint and Brent had been placed in the same exact room they had been in last time. The room with the large window and two beds. The doctors had hooked up both Flint and Brent to heart-check devices and had already checked for all the injuries. Flint had hit his head pretty bad. The doctors were going to take a look at it later. Right now, they couldn't exactly figure out what was wrong.

But his shoulder that had been injured last time was injured again. The skin that had grown over the stitches, ripped open and it looked like some of the old stitches were harmed. There was also something wrong with his legs. The doctors still had to look into that.

Brent meanwhile was a mess. His left ear had almost ripped off, his head—well the main problem was there. The doctors said he MIGHT have a skull fracture. They aren't sure, but they said if he wakes up, and experiences headaches, nausea, vomiting and loss of consciousness then it's a skull fracture. If it's serious, he'll have seizures. The doctors hoped it wasn't. Then Brent had a twisted arm. He seemed to fall right on it, crushing many bones in it.

"I don't get how anyone could fall out of the sky." the doctor told the nurse as they left the room. She bit her lip and looked down on her clipboard.

"I don't know. But I more worried about these patients. Last time they were here, two murders happened in this hospital, plus the killer lurked around. When those two patients checked out of the hospital, there was no more murder! What if the murder returns?" the nurse clutched the clipboard. The doctor chuckled and patted her on the back.

"Don't worry. We took care of that." The doctor told her calmly and began to leave. The nurse hurried on after him. When they left the hallway, the hallway was quiet for a few minutes. Then one of the huge potted plants in the hallway moved. Code 4 poked her head out from behind the plant. She made sure that the doctor and nurse were gone, and then crept out from behind the plant.

Making sure no one was looking; she crept into Flint's and Brent's room. The door creaked loudly when she pushed it open. Wincing, she stepped into the room and looked over at their beds. Both lay still under the blankets. She pulled out of her pocket and then realized it wasn't signed.

"I'll sign in blood." She hissed and her eyes glinted. She approached Flint and pulled his sleeve of his lab coat up. Then she pulled out her dagger and with one swift motion made a small bleeding cut on Flint's arm. She picked up the dagger and with the bloody tip signed the note. Then she wiped Flint's cut with a tissue and made sure everything was the way it was.

Code 4 ran off. No one saw her go.


	7. Chapter 7: Moving Along

** Author's Note: The reason for not updating yesterday was that I was (and still am) sick. I'll try my best to get a chapter out now… if it's short, I'm sorry. I seriously feel dead right now =(**

Right about now, Shelbourne had no idea what to do. His mind was so confused that all he wanted to do was bury his head into a pillow and sleep for hours. He had to protect Flint and Brent. But he also had to find Sam and save her. But some other part of his mind told him he had to go to Grand Central Station and see how The League of DBTC was doing. He wanted to tell them how he was.

If there was anyone there. He knew that The League of DBTC only had three members. Him (Code 1), Patrick (Code 2) and Code 3. He forgot Code 3's name. It had been a long time. But he wondered if there were any new members in The League. If there were, he had to get down there and see who the members were.

_But what about Flint and Brent?_ He thought and rubbed his forehead nervously. Well, Sam was defiantly down in The League headquarters. Unless they moved her. No he was going to go to the hospital and see how Flint and Brent were.

"And I might reveal who I really am to them." He muttered under his breath and glanced around his tiny apartment. It was time he sold it. Groaning, he slipped his dark blue trench coat on and his trench hat. Then he looked in the mirror. A frown crossed his face. He looked like a blood-thirsty murderer.

"Ah, who the hell cares?" He rolled his eyes and lowered the collar of the trench coat a bit. Then he went out the front door. All he had to do was cross the street and he'd be at the hospital.

Outside the sun was rising over the buildings and skyscrapers. Shelbourne wondered how Flint and Brent survived the night. He saw them fall from the sky. He saw them been driven away in the ambulance. When he crossed the street, he stood at the double doors of the hospital. As he pushed the doors open, a lady with curly brown hair at the counter greeted him.

"I'm here to visit someone." He told the lady. She raised an eyebrow and then looked on the wall. Shelbourne glanced there too. There was a wanted sign there. One showed a mug shot of him and the other of Patrick. They both wore their trench coats in the photos.

"Lower the collar of your coat a little more." She snapped and Shelbourne did so. His hair was dyed anyway and he wore his green contacts. She squinted up at him and pursed her lips. Then she looked over at the sign again.

"Who's the patient?" she sighed and began to click something on her computer.

"Uh, there are two patients: Flint Lockwood and Brent McHale." Shelbourne cleared his throat.

"They share room #316. And you are?" she demanded and narrowed her eyes at him. He blinked and figured that Alan Shell might sound too much like Albert Shelbourne. So he made up a name on the spot.

"Terry Shez." He gulped and glanced innocently at the woman. She raised an eyebrow. Then she began to type fast on her computer. A smirk appeared on her face.

"Sir, there is no Terry Shez in New York State." She sneered and looked up at him with a sly grin. Shelbourne gulped and looked back at her. He opened his mouth his mouth to say something, but the woman said something before he could utter a word.

"And even bother saying you are from ChewandSwallow, because there is no Terry Shez there too." She smirked and Shelbourne stared at her as if she was insane. _Did she just read my mind or something?_ He boggled at her.

"Leave, Albert." The woman told him and he almost collapsed. _How does she know my first name? Who does she think she is?_ Shelbourne widened his eyes at her; _Hardly anyone calls me by my first name! _He thought and turned around to leave. Quickly he turned around to look at the woman one more time. But she was gone. A chill ran down his spine. He turned around to the door and began to walk out.

He turned around once again and this time at the counter sat a woman with straight blond hair. His eyes widened.

"Do you need help, sir?" the woman asked in the same voice as the brown-haired lady. But Shelbourne shook his head and backed out of the hospital. When he was outside, he had an idea. Slowly, he stepped back into the hospital, but this time crouched down low and crawled toward the counter.

Holding his breath, he hoped the lady didn't know he was crouching below the counter desk. Rummaging in his trench coat pockets, he found a familiar dark blue ball. Quietly, he rolled the ball across the room where it rolled toward the waiting room couches. There were no people in the waiting room, thank god. Suddenly, the ball rolled over to a couch and then popped open. An orange smoke spilled out of the ball. It smelled like marinara sauce.

"TOXINS!" the lady from the counter screamed when she saw the blue ball erupt with the orange smoke. Shelbourne soon saw her run out from behind her counter and into one of the Main Floor hallways, shouting out.

"Bingo." Shelbourne grinned and stood up. He went around the counter and sat in the lady's chair. He began to search Flint and Brent's names in the hospital's patients list on the computer.

"Room #316. Hmmm, just like last time." He smiled and got up to run to the elevators. As he waited for the elevator to come, he heard loud footsteps. The lady was returning with some other people. Gulping, Shelbourne pushed the elevator button again and tapped his foot impatiently.

"C'mon, you stupid elevator." He kicked it and heard the footsteps coming closer. Thinking fast he glanced around nervously. Then he saw a potted plant and jumped behind it. The lady and some doctors walked into the lobby and approached the orange smoke, which was filling the place up fast.

Suddenly, the elevator pinged and the doors opened. Shelbourne cursed under his breath and watched the elevator doors close. _Today is going to be a long day._ He thought to himself and watched the lady across the lobby. Who was she? How did she know his name? How did her hair change so fast?

xxx

The moment Code 4 left the hospital that morning, she was laughing. She couldn't believe Shelbourne actually didn't recognize her. But she remembered how he looked at her with those wide, frightened eyes. Terry Shez? She laughed and couldn't believe he couldn't come up with a better name. _What an idiot. But I'm actually a little impressed by the name. He usually picks the name Alan Shell. Ha!_ She thought to herself and stood on the sidewalk, waving for a taxi.

The taxi came soon enough and she hopped into the backseat. The driver turned to look at her and asked where she was going.

"Grand Central Station." She told him and he stepped on the gas pedal. The taxi ripped down the street and she sat back. This speed didn't even bother her. When the taxi came to a traffic light, the driver slammed his foot the brakes and screaming, Code 4 lunged forward and almost broke her neck.

"What the hell?" she yelled at the driver.

"You should have put on your seatbelt." He blinked at her. She hated when other people blamed her. She wasn't going to let it slip out of her hands.

"Move into the passenger seat. I'm driving." She snapped and the taxi driver's eyes widened.

"Ma'am, but I have to drive!" he gasped. She gave him her 'death glare'. He gulped and moved over into the passenger's seat. She hopped over from the backseat and into the driver's seat. When she fastened her seatbelt tight, the driver did the same and gulped. She grinned and placed her high-heeled boot on the pedals. The traffic light turned green and she slammed with all her might on the gas.

The taxi roared forward and raced past the other cars. When she thought everyone was going to slow, she dangerously switched lanes and almost hit another car. The taxi driver watched the road with frightened eyes.

In no time at all, she parked the taxi in front of the Grand Central Station. Grinning, she turned to the taxi driver and slapped $200 into his palm. His eyes goggled at the money.

"Keep the change." She shrugged and opened the door. When she slammed the driver's door, she looked back and saw the taxi driver sitting dazed in his seat.

Smiling, she ran into the station and raced down the polished floor searching for the bench. People watched her run. The security eyed her nervously. Her dark blue trench coat billowed behind her like a cape as she ran. She held her trench coat with one hand as she ran.

_BARK! BARK!_

She spun around and saw the security running after her, along with some menacing Doberman dogs dashing after her. Gasping she ran faster. She didn't know what she done that was so wrong! All she was doing was running. But then she knew. Since her trench coat was billowing behind her, everyone saw her belt on her jeans. The belt had a gun strapped to it. Plus a couple of miniature bombs. The dogs were probably trained to sniff out anything like that.

"Oh for the love of god! I can't get arrested now!" she cried under her breath and turned around the corner. There was the bench. She raced to it, stood on it and did what she had to. The bench opened up and swallowed her into the tunnel, before the dogs and security guards could reach her.

When she said the vault's password, the vault opened and she burst in. Code 3 looked up at her and raised an eyebrow.

"What's the problem?" he asked and put his newspaper down. Code 2 came out of his room and glanced at her curiously. Code 5 was moaning on the couch about a headache he had. Gasping for air, Code 4 caught her breath and took her hat off.

"We have to leave." She gasped and grasped a chair for support. Her legs felt like Jell-O after all that mad running and driving. A confused look passed through Code 3's, and 2's faces. Code 5 stopped moaning and listened.

"Okay, first of all I saw Shelbourne." She replied and the room went silent. Even, Sam was now listening closely. She leaned in her seat and strained her ears to listen. Code 3 scratched his head and looked down at the ground. Patrick grinned and looked Code 4 for more information.

"Well, I think he might come here. And I also think he's turning to the good side." Code 4 continued. The room remained silent. No one said anything. Code 5 now got up from the couch and came to stand between Code 2 and 3.

"Plus, if he IS turning to the good side, he'll tell Flint and Brent about these headquarters. And I wrote a note saying that we were moving Sam Sparks. I put the note on Flint's pillow." Code 4 glanced around at the other Codes nervously.

"How about London, England?" Code 3 suggested.

"No, I was thinking Paris, France." Code 4 replied.

"How about Iceland? No one think of looking there!" Code 5 piped up and the Codes looked at him as if he was crazy or something.

"I think Paris is a good idea." Code 2 smiled at Code 4 and she beamed happily at him. Codes 3 and 5 sighed and then agreed.

"I'll go buy 5 tickets." Code 4 went over to a laptop on the table and went on the JFK airport's website.

"Who's the 5th person?" Code 5 asked and looked around.

"Sam Sparks, you idiot! She's the reason we are going there!" Code 3 snapped and all glanced at Sam in the corner.


	8. Chapter 8: No

**Author's Note: Sorry for the short chapter (it might seem long, but I think it's short), but it's important. **

That very morning, Shelbourne was sitting behind the potter plant, was the morning Flint was coming to his senses. It was when the sunlight came into the room through the window. It came in and shone right on Flint's face. But he was still not in the right mind, so he thought 'he was seeing the light'. But then some of the medicine, the doctor pumped into him earlier this morning kicked in and he felt energy zipping through his body. The radio in the corner was on and Flint strained to listen. A song came on and he listened closely.

_When your life is going too fast/ Off the train tracks  
I can slow it down, oh/ Just when you think your bout to turn back  
'Stead you might crash/ I'll be your ground, oh_

_Oh when you feel your heart's guarded/ And you see the break's started  
And when the clouds have all departed/ You'll be right here with me  
And when your tears are dry from crying/ And when the world has turned silent  
And when the clouds have all departed/ You will be right here with me.  
(Oh oh oh)/ I will be right here with you  
You'll be right here with me/ I will be right here with you  
You'll be right here with me/ When your trapped and there's just no key  
And you can't breathe/ I breathe for you  
The fire's got you down on both knees/ And the walls are closing in  
But I will break it through/ And when you feel alone  
I'm a be your home/Whenevers comes and go  
You know I got you…_

Through his closed eyes he felt tears forming. Then he opened his eyes and the rest of the song swirled around him. When the song finished he glanced nervously around the room. Then he sat up carefully and winced. His shoulder was bandaged and his legs felt strange. Like he couldn't feel them. Slowly, he looked around the room and saw Brent lying motionless on the bed next to him.

Suddenly everything began to come back to him. Why he was here and what happened. Groaning he fell back down on the pillows and held his forehead. The tears that formed earlier glistened on his cheeks. He wanted Sam.

_Knock! Knock!_

Blinking, Flint glanced at the door. Normally the doctors and nurses didn't knock. They'd just barge in like they owned the place.

"Uh, come in." Flint rasped and watched the door creak open. From the bed next to his, Brent shifted a bit. Slowly, Brent woke up, but couldn't get up. He pressed a button on the side of his bed and the headrest came up into sitting position. He opened his eyes and too, looked at the door.

"Uh, hello." Came a familiar voice. Flint and Brent watched a man in a dark blue hat and trench coat enter the room. A chill raced down Flint's spine as he watched the man walked in, close the door behind himself, grab a chair and sit between his and Brent's beds.

"You're Mayor Shelbourne." Flint gasped and brought his blanket up to his chin. Brent just lay there cracking his knuckles. Sighing, the man took the trench hat off and unbuttoned the trench coat. It was Alan Shell. Confused, Flint watched him. Brent stopped cracking his knuckles.

"Yeah, I am." He rolled his eyes and then got up and went over to a small sink at the back of the room. When he returned to the chair, he was drying his brown hair with a fluffy white towel. Then he took out a pair of green contacts out of his eyes and blinked at Flint and Brent. More chills ran down his spine. _There is a killer sitting a few inches away from me. Oh. My. God._ Flint thought to himself.

"W-what do y-you want?" Flint stammered and brought the blanket to his chin again. Brent was turning more and more pale.

"I want to help you get Sam." He clasped his hands together.

"But you killed many people. You forced Flint into keeping the FLDSMDFR running. You almost killed us last time!" Brent coughed. Flint was surprised that Brent had spoken. His voice was almost not there. It was very faint. Could Brent be dying?

"I know, but—" Shelbourne began but he was cut off by Flint.

"You're an imposter. You just want to help us, so you can kill us off later!" Flint pointed out and glared at Shelbourne. There was a silence and then Shelbourne sighed. Flint and Brent watched him closely.

"Flint, did you see the note next to your pillow?" he asked and gestured at the tattered piece of paper on Flint's bedside. Blinking, Flint looked onto his pillow and saw the note. Confused, he picked it up and inspected it. But he blinked at it in confusion. Then he handed it to Shelbourne. It said:

_48° 51′ 29.88″ N, 2° 17′ 40.2″ E_

Then signed in dried blood were the words: _Catch us if you can –The League of DBTC. _Shelbourne blinked in confusion at the numbers, but smiled knowingly at the words in blood. When he looked up at glaring Flint and Brent, his smile fell.

"So what does the note mean?" Flint demanded and motioned at the note.

"The numbers—I don't know. But The League of DBTC is simple. It is The League of Dark Blue Trench Coats." Shelbourne grinned and a look of fright flashed past Flint's face. He couldn't believe what he had just heard. The League of Dark Blue Trench Coats? _You mean there are MORE killers in dark blue trench coats out there? I knew it. This is a trap. _Flint thought, horrified. Brent had the same look on his face, except his looked deadly. He looked ready to punch the lights out of Shelbourne.

When Shelbourne saw their horrified faces, he laughed, "Ah, c'mon! Don't tell me you guys are scared? Ha! Well, I guess I'd be scared if I were in your shoes… But that's not a problem! I'll help you guys!" Shelbourne gave his toothy-white smile to them. Flint hated that smile. It scared him. Even Brent started shaking.

"No. You leave. We don't need your help." Flint shook his head and Shelbourne blinked at him in confusion. Then a cold, nasty look passed through Shelbourne's face. He got up and Flint now felt scared.

"You will regret saying that." He snapped and threw the note on Flint's bed. Then he slapped his hat back on his head and left the room; slamming the door as he left. When the door closed, Flint sat there shaking. Shelbourne wasn't worth it anyway. It didn't matter whether Flint accepted Shelbourne's help or didn't. Either way he'd end up with the gun to his back.

"Brent?" Flint turned to Brent. But Brent was already lying there with his eyes closed.

"Brent!" Flint called out.

"Yeah?" Brent opened his eyes and glanced at Flint. His eyes were half-open and his face looked more pale than usual. There was a possibility that Brent could die. _I can't bear to lose anyone else! I already my mom and… Never mind. _ Flint thought to himself and watched Brent.

"I think I should go alone to find Sam. Without you. You should stay here and recover." Flint replied and a small sigh came from Brent.

"I think your right. I won't even try to argue. But if something happens, call me. I have my cell with me." Brent rummaged through his pocket and pulled out a crumpled cellphone from his pocket. Frowning he stared at the busted up phone. It had been squished during the fall from the sky. Biting his lip, Flint pulled out his own cell put of his pocket and sighed with relief. His was fine.

"I guess I won't be able to contact you." Flint sighed and Brent frowned.

"Email?" Brent suggested.

"Brent, where will I get a laptop while I'm looking for Sam… Wait! My phone has internet! Okay, but how will you write the emails?" Flint asked and Brent thought for a moment.

"I'll ask the doctor. I'll figure it out." Brent smiled. Nodding, Flint lay back down. First he had to recover. Then he had to figure out the numbers on the note. He was good with codes like these. But right now his brain felt weak. He needed to rest. His eyes closed and he began to dream. His dream was a happy one. He and Sam were bouncing around in the Jell-O Dome.

xxx

When Shelbourne left the room, he stormed down the hallway and to the elevators. That was it. He was going to block their path now with danger. He wasn't Mr. Nice Guy anymore. If Flint and Brent didn't want his help, then fine. Just fine. He wanted to see them at least _try_ to get past The League of DBTC. But The League was small. Just him, Code 2 and 3.

_If there are new members that's even better._ He thought evilly to himself and then he had a very good idea. As he stepped into the elevator, he flipped out his cellphone and searched through his contacts. Smiling he found who he was looking for. When he reached the lobby, he ran out the double doors, before the lady could see him and stood on the sidewalk outside. Then he pressed the dial button and pressed the phone to his ear.

"Hello?" came a familiar, sleepy voice. A grin spread across Shelbourne's face.

"Hello." He replied casually.

"Uh, who is this?" the voice asked nervously.

"This is Albert Shelbourne. Esto? Is that you? Or is this Reg? No. Or is it Jag?" Shelbourne asked into the phone. He wondered to himself if his henchmen would still like to help him. Unless they refused. But surely they wouldn't.

"YOU! What do you want? This is Esto!" Esto snapped into the phone.

"Care to help me?" Shelbourne asked in a pleading voice.

"NO WAY! LEAVE US ALONE! WE AREN'T YOUR HENCHMEN ANYMORE!" Esto shouted into the phone and Shelbourne heard Reg's and Jag's voices in the background. Shelbourne clenched his fists at his sides. They had his government helicopter. There was money in that helicopter! His money! _My money! _He thought horrified. But he wasn't going to give up so easily. He's have to lure them in.

"I'll pay you!" Shelbourne cried into the phone and he heard a silence on the other side.

"No. You promised us money last time, but you never got around to paying us! Besides, we have all your money bags here to keep us content!" Esto told him and Shelbourne heard Reg and Jag whisper something in the background. Gritting his teeth, Shelbourne wondered how else they would agree. There was nothing he could really think of. Maybe if he asked them.

"I'll promise you anything! Just please help me!" Shelbourne pleaded and heard Esto murmur something to Reg and Jag. He hoped they came up with something not too hard to get.

"We don't need anything. But we do want something." Esto sneered and Reg and Jag laughed in the background.

"What?" Shelbourne asked and listened.

"Go shoot yourself, Shelbourne. Shoot yourself, drown yourself… we don't care. Just leave us ALONE! WE SIDE WITH LOCKWOOD NOW!" Esto hung up and their line beeped. Angrily, Shelbourne grabbed his cellphone and threw it into the air. As he did, he took his gun out and shot the phone as it was in mid-air. Then phone landed on the ground; all burnt. Shelbourne walked away with his hands deep in his pockets.

All he had left to do now was to go to The Grand Central Station and enter the headquarters of The League. What if they didn't accept him anymore? They had better. He didn't care about being nice anymore. He wasn't going to sit around anymore. He will not rest until Sam, Flint and Brent were dead. He knew that he could just go back into the hospital and shoot them, but he wasn't going to risk himself. The time will come.


	9. Chapter 9: Time to go

**Author's Note: I'm not sick anymore! The chapters I wrote when I was sick were a bit choppy. But now I can concentrate again! Enjoy!**

The Codes were packing up, er, more like shoving their belongings into suitcases. Code 4 (being the only woman) wanted to fold some evening dresses into Code 2's suitcase. He snapped at here, that he had to fit some weapons in there. She yelled at him that he got to shove his tux in. He yelled at her, that she could live without her dresses. She punched him in the face and sent him flying across the room.

"I don't want to hear another word from your mouth! I'm taking my dresses, and that's FINAL! You can put your stupid weapons in Code 5's suitcase!" she threw one of her high heels at him and the sharp heel hit him in the forehead. He groaned and fell back on the ground. Blood trickled out of his forehead.

"Women these days… So violent." He muttered and got up wiping the blood off his forehead with the tip of his trench coat. He realized the heel had left a small puncture in his forehead. _Oh, great._ He thought and rubbed his stabbed forehead.

Then he looked across the room where Code 5 was lying on the couch and Code 3 was carrying something huge out of the kitchen. It was covered in a white cloth. Frowning, Code 2 got to his feet and staggered over to Code 3. But Code 3 ignored him and packed the big object into a duffel bag.

"What's that?" Code 2 asked and pointed at the duffel bag.

"Our key to world domination! This baby will cause a lot of damage to the world. When the people will be pleading for us to stop the damage, we'll make them kneel down and bow before us! No one ever respects villains!" Code 3 cried out and zipped up the duffel bag. Code 2 groaned. Code 3 still hadn't said what the thing was!

"Well, what is it exactly?" Code 2 demanded and crossed his arms over his chest.

"Ah, I can't tell you! But it's all thanks to Shelbourne! He cloned the previous one!" Code 3 chuckled and smiled to himself, as if he was remembering good memories. Code 3 thought hard. But he couldn't think hard enough. The puncture in his forehead bothered him. He watched Code 3 carry the duffel bag over to the pile with the rest of the suitcases. Then he watched Code 4 approach Sam Sparks in the corner.

With one swift motion of her knife, Code 4 ripped the ropes off. Sam stood up and rubbed her wrists. Then Code 4 ordered her to go stand by the suitcases. Sam nodded miserably and went to stand there.

"Why'd you untie her?" Code 2 cried and approached Code 4.

"Do you expect her to enter the airport all tied up? Geez, you're a smart one." She snapped sarcastically. Then she turned on her heel and went into her bedroom. Code 2 realized that he still had to change. It would seem weird if four people entered the airport wearing dark blue trench coats and only Sam wore normal clothes. He took off his trench coat and hat and squeezed them into his suitcase. Code 4's dresses were in there too.

"Guys! Hurry! We have to leave soon!" Code 3 called out and approached the suitcases, wearing jeans and a red and blue flannel shirt. He looked like his old self.

"COMING!" Code 4 shouted and came out of her room, wearing skinny jeans and a black hoodie over a pink tank top. All the guys in the room turned to look at her. She glared at them.

"Stop staring! What, I can't wear woman's clothing for once? I always have to wear that trench coat and baggy sweaters!" she replied in a cold, but hurt voice. She suddenly wished there was another Code who was a woman. She couldn't stand being the only one. In fact, she wished she was normal woman raising a happy family. But she moved away from that long ago. Since she chose being part of The League, she had to stick with it.

_BANG! BANG! BANG!_

"Who in the blue blazes is knocking now? Everyone is here! Well expect Shelbourne and Code 6…" Code 3 said in a quiet voice.

"PASSWORD!" Code 4 hollered.

"I DON'T KNOW THE STUPID PASSWORD! LET ME IN!" came a familiar voice. Code 5 jumped up from where he was lying on the couch. That's how loud the shouts were. He got up, took his trench coat off and stuffed it into his suitcase. He wore a tight football jersey, jeans and his Nikes. Now he went to stand next to Code 3 and 2.

"That's Albert! I mean… THAT'S SHELBOURNE!" Code 4 cried and the Codes gave her confused stares. Hardly anyone called Shelbourne by his first name. But they didn't care. Code 4 was already opening the vault door. And she was right, Shelbourne stood there. He entered the room and the Codes stood back nervously.

The room went silent. Shelbourne glances at everyone on the room and a big smile spread across his face.

"Well, it's good to be home!" he spread his arms out.

"Yeah, and we're about to leave for Paris, France." Code 2 told him. Shelbourne turned to him and his grin spread.

"Patrick! Long time no see!" he slapped Code 2 on the back. Code 2 smiled weakly. Then Shelbourne turned to Code 3 and shook hands with him. Code 3 beamed. But when Shelbourne turned to Codes 4 and 5, a look of puzzlement crossed his face. But then saw who Code 4 was and smiled at her. She frowned and crossed her arms across her chest. Code 5 shook Shelbourne's hand and Shelbourne shook it back.

"Welcome to The League." He smiled warmly. Then he turned and saw Sam. His face darkened and he approached her.

"Remember me, weather girl? I'm Alan Shell." He grinned slyly at her. Her eyes widened and she gulped. But she already knew he was Alan Shell. But she was surprised that she was right.

"What happened to Flint and Brent?" she blinked up at him, her eyes filling up with tears. She knew by the look on his face that it wasn't good. He threw his head back and cackled.

"They fell out of the sky. Flint's shoulder wound re-opened and there is something wrong with his legs. I really don't know what, but I do hope they are paralyzed. Then Brent. Ah, his left ear has been almost ripped out, his arm wears a cast and he might have a possible skull fracture. Ha! Think they can save you now? I want to see them try!" Shelbourne laughed coldly.

Sam clenched her fists at her sides. But she remembered Code 2's words: _…one wrong move..._ She gulped. She wanted to punch the lights out of Shelbourne, but she didn't want to be shot. Instead, she held back anymore incoming tears.

"But I know that Flint will come to save me! And Brent! You didn't stop them last time! You tried, but you failed! Flint will come! I know he will!" she snapped and Shelbourne gritted his teeth. He didn't say anything else.

"GUYS! We have to get going!" Code 4 cried and began to haul their luggage out of the vault followed by Codes 2, 3 and 5.

"But I have no plane ticket!" Shelbourne cried and pushed Sam to follow them out of the vault. She glared at him.

"We'll get you one when we get to the airport! C'MON, OR WE'LL BE LATE!" Code 4 snapped and Shelbourne grumbled something under his breath. Now all they had to do was walk through Grand Central Station without any weird looks from people around, get a few taxis, next race into the JFK airport to get Shelbourne a ticket and then race through the airport before they missed the plane. This was not going to be easy.

xxx

Flint had slept for maybe three hours, until the doctor and nurse walked into the room. The doctor came over to his bed and sat down in the chair next to his bed. Flint watched the doctor scan a clipboard the nurse handed him.

"Flint Lockwood, we have contacted your father; Tim Lockwood. He knows that you are here. But he cannot make it tonight. I'm sorry. As for Brent McHale, his parents are dead, so we contacted his guardian. No one answered." The doctor replied. Narrowing his eyes, Flint wondered who this guardian was. But he had an idea.

"Who is it?" Flint asked curiously. He heard Brent shift uncomfortably in his bed.

"Uh, it's Mr. Albert Shelbourne." The doctor replied and fixed his bifocals on his face. The nurse frowned and whispered something into the doctor's ear. Gasping, the doctor whispered something back to the nurse and she nodded.

"Well, he turns out to be a criminal. He was the one who escaped from jail a month or so ago. So I guess there's no point in contacting him…" the doctor trailed off.

"Anyway, let's talk about you. Your shoulder should be fine. Your legs thankfully, aren't paralyzed. But you are experiencing a minor blood clot in each one. You don't feel your legs now, but they will return back to normal. You'll feel a great heat radiating from the part of the leg that is experiencing the clot. The bruise will get worse, before it just turns red. Then your legs will be okay. Except, the clotted blood will leave a bump, where the blood unable to go anywhere. You need to massage the blood clot, until you feel a stinging pain. This is the blood releasing. That will get rid of it." The doctor smiled at Flint.

But Flint was horrified. _A blood clot? That sounds horrible! _He thought and watched the doctor write a few things down.

"Doc, but can I check out of the hospital today?" Flint asked.

"When you can feel your legs, you may leave." The doctor nodded and moved on to Brent's bed. Brent was looking pale as ever. The doctor felt his head. The part where the possible skull fracture was. Then he took a look at Brent's ear.

"Brent, I want you to close your good ear with your hand really tight. Then I'm going to say some words to you and I want you to shake your head if you can hear me with your ripped ear. Okay?" the doctor told him. Worry passed through Brent's face. He didn't want to be deaf in one ear. But he closed one ear, just like the doctor told him.

"Brent, I think I have to take some x-rays of your skull." The doctor replied in a clear voice. But Brent didn't budge. He didn't shake his head. The nurse jotted something down on her clipboard.

When Brent moved his hand away from his good ear, he stared at the doctor.

"I didn't hear you, doc." Brent replied and bit his lip nervously.

"I said I have to take an x-ray of your skull." The doctor replied and frowned sadly. Brent hung his head and Flint never felt worse. Being deaf, even in one ear was worse than any injury.

"Okay." Brent responded quietly and closed his eyes as his head fell deeper into the pillow. The doctor and nurse snapped the brakes off Brent's hospital bed and then wheeled him out of the room to x-ray him in another room. Sighing, Flint watched him go.

"Please be okay." Flint whispered to himself and closed his eyes. Skull fractures took a year or more to heal and they were dangerous. They could cause brain damage. Or something worse. If Brent didn't have one, maybe he could come with Flint to find Sam.

He picked up the note again and stared at the numbers. The gears in his mind turned and he gasped. Now he knew what the numbers were. They were coordinates. The 'N' and 'E' meant North and East. These were lines of Longitude and Latitude.


	10. Chapter 10: Flight

**Author's Note: About Code 6… I've mentioned him before… but don't worry he'll come in soon! Other than that just don't get the Codes mixed up…. =) **

The Codes and Sam had boarded the plane. They had given their entire luggage (4 suitcases) into the luggage compartment. But they had kept the duffel bag along with them. Code 3 had stuffed it into the overhead compartment. For some reason he worried to much about it. He kept muttering under his breath that it might go off. But other than the duffel bag, Code 4 kept her purse with her, and Code 5 had his red backpack.

When they found their seats, it had taken them a good ten minutes of arguing to decide on where to sit. The stewardess had come and told them to sit already because they were going to take off soon.

This is how they sat. If you were looking down on the plane from above, you'd see that the seats were arranged like this (from left to right): two by the window, then an aisle, then four seats in the middle, then another aisle, and finally two seats by the window on the other side. Starting with the window to the left, sat Code 5 and Code 3. Then came the aisle and the four seats in the middle. From left to right were Code 1 (Shelbourne), Sam, Code 4 and finally Code 2.

"Didn't the stewardess say we take off soon?" Shelbourne asked out loud.

"Ah, don't worry. Lockwood and McHale are probably still in the hospital. Plus they have to figure where the lines of Latitude and Longitude lead." Code 4 took a book out of her small purse and began to read.

"Where do the coordinates lead to?" Code 2 asked from Code 4's right side.

"The Eiffel Tower." She replied and flipped the page. Code 2 sighed and leaned his head back. Shelbourne still wore his trench coat and hat, so he slipped the hat over his eyes and soon fell asleep. Sam sat there trembling. She was sitting around criminals. But she was going to Paris. She has never been there, but really looked forward to it.

_Unless they tied me up the moment we get there!_ She blew out a sigh and sneaked a peek at the book Code 4 was reading. It was _How to be a good housewife_. Sam frowned. But Code 4 wasn't even married (well maybe she was, but Sam didn't think so). On the cover was a picture of a woman holding a mop in one hand and a newborn in the other.

"Is it a good book?" Sam asked politely. When Code 4 realized Sam was talking to her, she lowered the book and her face turned red with embarrassment.

"Uh, I guess..." Code 4 stammered. Sam looked confused. Code 4 sighed and then shut the book.

"I used to be married. Well legally I still am, but things got…complicated. I was a total different person."Code 4 hung her head and Sam saw tears forming in her eyes. Sam decided to drop the subject. She didn't want to make Code 4 any sadder or even angry. But then Code 4 dropped the book back into her purse and at the same time, the plane shuddered. There was a loud roaring of the engine.

"Hello this is your captain speaking ! I welcome all that have boarded this plane and have chosen to fly with Air France! We will be flying for approximately 7 hours and 20 minutes and will land in the Charles de Gaulle airport in Paris; Terminal 2. There will food and drinks served later and movie later. We will be flying through severe wind, so we might experience a minor turbulence. Once again, we thank you for flying with us!" the captain replied and his voice traveled through the intercoms.

"Here we go!" Code 5 cried and pressed his face to the window. A huge grin spread across his face. Code 3 sighed and felt relieved that the injection liquid was slowly loosening up on Code 5. But he was nervous about flying. He had never flown. He had stayed put in ChewandSwallow most of his life, well until he was whisked away to join The League.

"Tell me when it's over." Shelbourne muttered from under his hat.

"Oh, you shut up! Flying is fun!" Code 4 teased him and leaned back in her seat. Sam was happy that Code 4 wasn't thinking about the book anymore. But she herself understood how Shelbourne felt. She was a bit scared herself.

"I've flown all around the world! London, Moscow, Whales, Beijing, Athens, and even Reykjavik!" Code 2 smiled to himself.

"Where the hell is Reykjavik?" Code 3 called from where he was sitting. The other Codes glanced at Code 2 too. Even Shelbourne took his hat off and raised an eyebrow at Code 2.

"Iceland!" Code 2 grinned and began to blab about his trip. Code 4 groaned, and then she turned away and glanced at Shelbourne's, Sam's, Code 3's and Code 5's direction.

"SO! What do you guys want to do when we get there? I want to go sightseeing! Shelbourne want to go to the top of the Eiffel Tower with me?" she asked and batted her eyelashes at Shelbourne. He wrinkled his eyebrows and looked away. She took that as a 'no'.

"I want to invade a chocolate shop! I heard French chocolate is really good!" Code 3 grinned dreamily, "I'll buy every kind in there! The ones with filling, the dark chocolate ones, the milk chocolate ones… Ooh! Then there are the ones that melt in your mouth… And the ones with caramel…" Code 3 smiled and sunk in his seat.

The plane began to roar louder and everyone buckled up their seatbelts.

"Code 4? Don't you remember there IS no Eiffel Tower? The food machine destroyed it and now the Eiffel Tower is made out of food." Shelbourne told Code 4 and now felt relieved that he didn't have to go to the top now.

"Ah, but they are building a new one. Same with the other famous land marks around the world. What you think the ice-cream sandwich wall of China will last? The thing started to melt! Now they have to rebuild it! It took centuries to build the Great Wall of China!" Code 4 told Shelbourne. But Code 2 cleared his throat behind Code 4. She turned to him.

"Actually they don't need to rebuild the famous landmarks. They just put food over the ruined structure. The landmarks were just damaged and some are under construction now." Code 2 told her and she frowned.

"One day we should steal a piece of a famous landmark." Shelbourne looked dreamily up at the ceiling.

"In your dreams." Code 3 muttered and suddenly the plane began to move at an insane speed.

"We're taking off!" Code 5 exclaimed and all the Codes and Sam gasped and leaned back in their seats. The plane screeched down the runway, before it flew up into the air and a weird feeling dropped into Sam's stomach. She clutched the armrest and closed her eyes. _Just 7 hours and 20 minutes to go. I'll be fine._ She told herself and soon fell asleep. The Codes kept quiet around her.

xxx

Flint was feeling great by noon. His legs didn't feel so stiff and his shoulder only ached a bit. But he now knew that the numbers on the note were lines of Latitude and Longitude. He sat on his hospital bed thinking about where they could be located. Finally he pulled out his phone and began to look at a couple of world maps on the internet.

"It's in France…" he replied and then thought for a moment and then went on Google Earth.

"…It's in Paris…" he muttered to himself and narrowed the numbers down even more.

"…The Eiffel Tower. That's probably where Sam is going to be!" he beamed and slipped his phone into his pocket. He got up from the bed and slowly stood up. For a few seconds he felt dizzy and saw green circles everywhere. But he squeezed his eyes shut for a couple of seconds and it all went away. Then he staggered to the door and opened it up.

The doctor was in the hallway and he was wheeling Brent back into the room. Flint's eyes grew wide as he watched Brent's bed enter the room and the doctor wheeled it into its previous spot.

"Will he be okay?" Flint asked the doctor nervously and stared at Brent. Brent's head was all bandages up. There was some kind of brace on his neck.

"I hope so. It wasn't a skull fracture. Just some soft spots were hit. But the reason he couldn't move his head was because he snapped something on his neck. The brace will be there for a while." The doctor sighed.

"Can I check out of the hospital now?" Flint asked the doctor and nervously glanced at Brent.

"Yes, you may. And Brent left you this envelope. He said to only open it when you and someone named Sam are safe." The doctor gave a quizzical look to Flint and handed him a clean white envelope. Across the front were the words: _For the best friends I could ever ask for. _

Smiling weakly, Flint took the envelope and gently slid it into his pocket. Now all he had to do was go home, pack a backpack with money and clothes and then he could fly off for Paris. He also had to tell his dad and Steve good-bye if he never saw them again. \

"I might not make it out alive. Sam and I might both end up dying. And Brent might die too." Flint murmured to himself and left the room, by looking over his shoulder at Brent lying in the bed, with that steel brace on his neck. Things were about to get harder.

xxx

When Sam's eyes flew open, the plane was dark except for some small lights flickering overhead. She heard the roaring of the wind outside, as well as heavy raindrops beating against the plane. And the plane was starting to shake.

"Everyone please make sure your seatbelts are fastened. We are experiencing a major turbulence." Came the captain's voice over the intercom. All around passengers began to take in loud whispers.

The Codes were kind of panicking too. Code 5 had was leaning his headrest and took deep breaths. He didn't dare look out the window. Code 3 was drinking a bottle of water. Shelbourne was gripping the armrest with his left hand and his gun with his right one. His right hand was closest to Sam. She hoped he didn't pull the trigger by accident. Code 4 was whimpering about something and Code 2 was talking to himself.

"We are not going to die. We are not going to die." Sam heard Code 4 repeat under her breath.

"I'm sure we won't." Sam told her reassuringly. Code 4 took a deep breath, but yelped in shock, when the plane gave a small jump.

"I swear I'll shoot the pilot if he or she doesn't get us out of this storm. We need to get Sparks over to Paris safely, or Lockwood will kill us all." Shelbourne suddenly whimpered and gripped his gun harder. His finger was really close to the trigger. Sam gulped and moved away in her seat.

None of the Codes responded to this. They all kept silent. Code 3 now put the bottle of water away and began to hum the funeral hymn. Code 5 poked him and he stopped.

The plane suddenly dipped down and began to fly straight downward. People on the plane screamed and all the lights blinked out. The pilot quickly pulled up and the plane wobbled.

"I'll be back." Shelbourne slipped his gun into his pocket and unbuckled his seatbelt. The Codes all stared at him as if he had gone insane. Then he began to move to the front of the plane. The Codes all wondered what he was going to do. The plane gave another lurch and the passengers yelped.

Suddenly the pilot's voice came on the intercom.

"Passengers, we have a man named Albert Shelbourne here to pilot the plane for me. He says he's a good pilot and can get this plane out of the storm." The captain replied and all the passengers except for the Codes and Sam, let out a sigh of relief.

"Has he gone MAD?" Code 4 exclaimed and exchanged worried glances with the other Codes. They were in for it now.


	11. Chapter 11: Time to think fast

**Author's Note: March Break starts today! I'm so relieved. And nobody worry, I will explain EVERYTHING that seems weird in this chapter. Well, at least everything that wasn't clear in the last chapter. Sorry. The whole Shelbourne-now-pilots-the-plane was a last minute idea. I originally planned for something else, but that something else might still come up…**

The Codes sat there with frightened looks on their faces. Code 3 finally pulled out some aspirin and dumped half the bottle into his mouth. Code 4 grabbed a paper bag from the pouch in the seat and began to take deep breaths into it. Code 2 was sitting there calmly. Finally he got up and the Codes all stared at him with wide eyes. He walked down the aisle, but suddenly the plane jumped violently and he slammed to the floor. Code 2 raised his head from the floor and then got to his feet.

"PATRICK! GET BACK IN YOUR SEAT!" Code 4 screamed over the screeching of the plane's engine. Code 2 stared at her, when she called him by his real name. But he ignored her and began to move to the front of the plane.

"Oh, the jerk!" Code 4 took her seatbelt off and moved to the front of the plane. Code 3 and 5 watched her go. Then Sam got up too.

"HEY! Where do you think you're going?" Code 3 snapped at her and unbuckled his seatbelt too.

"Just to see where they all went!" she snapped back and Code 3 narrowed his eyes. He figured that Sam couldn't escape from the plane anyway. So he sat back down and Sam moved to the front of the plane. Suddenly the plane tilted back and Sam found herself slipping back. She screamed and caught hold of the nearest thing around. When the plane lurched forward riskily, she stumbled and fell back.

The plane was now tilting back and forth and swiveling around wildly. Some passengers were screaming. Sam got up and clutched her head with her hand. When she moved her hand away to grab hold of something, she realized her hand was smudged in blood.

"This is even worse than being kidnapped last time! At least last time it was a helicopter! This is a PLANE up so high, that if we crash, we're dead!" she muttered to herself. Thunder crackled outside and the plane was moved away by some strong wind. She finally made it to the front of the plane and peeked into the captain's cabin.

"WHAT THE HELL, SHELBOURNE? WE ARE GOING TO GET A THROWN INTO JAIL AND SENTENCED TO DEATH!" Code 2 shouted at Shelbourne. Sam saw that the two were beating each other up. She gasped when she saw the pilot lying on the ground with blood oozing out of his chest. Then Shelbourne hit Code 2 so hard, that Code 2 flew across the room and hit the floor. Then Shelbourne grabbed the steering wheel again and steered the plane left.

"Do you even know what you're doing?" Sam demanded and came up behind Shelbourne.

"Yes. I can pilot a helicopter and know a few tricks with the plane controls." He snapped.

"Do you realize that—?" Sam began, but she was cut off. Shelbourne pressed the 'Auto-Pilot' button and then spun around to face her.

"Go back to your seat or I'll inject you right now, right here." he replied coldly.

"The injection set is back in the headquarters." Sam crossed her arms over her chest, but took a careful step back.

"Ah, you think so? Ha, well what do I have here?" Shelbourne sneered and pulled out a small bottle with black liquid and a syringe. Sam gasped and took another step back. But she fell over and Shelbourne towered over her. He dipped the syringe into the bottle and then advanced at Sam with an evil grin on his face.

"Want to become Code 7?" he asked and cackled. Sam's eyes widened. She wished she was home. She wished Flint was here.

"ALBERT! NO!" came a scream and suddenly Code 4 jumped and knocked Shelbourne over and the syringe flew out of his hand. Shelbourne fell backwards and Code landed on the floor next to him. She got up and dusted herself off.

"ARE YOU OUT OF YOUR FREAKING MIND, ALBERT?" she snapped.

"Angelica Rita O—" Shelbourne got up and came over to her. He had just realized who she really was. Only now. Maybe because he had never looked at her face when he came back to The League. But he was confused. How did she come here?

"DON'T YOU DARE SAY MY NAME!" she shouted and stormed away. As she left, she grabbed Sam's arm and led her after her.

"And besides, your daughter is dead!" Shelbourne shouted after her. Instantly, Code 4 stopped in her tracks and turned around.

"Marie?" she whispered and her eyes widened. Shelbourne glared at her and then went back to piloting the plane. He switched 'Auto-pilot and steered the plane around. Then she let out a cry that was heart-breaking. Code 4 collapsed to the floor and Sam watched her. She remembered what Flint told her. Marie was Shelbourne's daughter. So that probably meant that Code 4 was Marie's mother and Shelbourne's wife. Oh god.

"When did this happen?" Code 4 screamed at Shelbourne through her tears and sobs.

"10th grade." Shelbourne replied and ignored Code 4's cries.

"Code 4? Let's go." Sam took Code 4's arm and led the sobbing Code back to their seats. Code 4 nodded and followed Sam. When they reached their seats, Code 3 and 5 looked at Code 4 and Sam.

"We are getting off this damn plane." Code 4 snapped and grabbed her purse.

"Huh? Why?" Code 3 demanded.

"We are flying above France right now. So, we should get the parachutes and jump out from the emergency exit." Code 4 replied and clenched her hands at her sides. Code 3 got up and said he'll go and get their 4 suitcases. Code 5 grabbed his red backpack. Grumbling under her breath, Code 4 opened the overhead compartment and was pulling out the duffel bag. Then she motioned Sam and Code 5 to follow. As Sam followed her stomach churned. She was about to parachute off the plane. Then she looked over at Code 4. Tears still streaked down Code 4's face.

"Shelbourne is the world's biggest bastard." Code 4 growled under her breath and began to search through her small purse. Sam stared confused, until Code 4 pulled out a few tiny packets. The packets were wrapped in plastic. She unwrapped each one and Sam saw that each transformed into backpacks. Code 4 handed one to Code 5 and Sam.

"Uh, how did you get these?" Code 5 asked and put his backpack on his shoulders. Nodding, Sam had the same question.

"I invented them. When we jump out of the plane, listen for me to yell out 'OUT'! Then you pull the string on the side of the backpack and the parachute will come out." Code 4 explained. Soon, Code 3 came with the luggage and they all put on their backpacks.

Confusion spread through Sam's head. How were they supposed to jump out with the luggage? Where going to jump without helmets? What about landing? What if the parachute didn't come out?

xxx

The taxi doors opened and Flint hopped out of it. He raced down the sidewalk and into the JFK airport. Just yesterday, he had run to New York Harbor and got on the next boat to ChewandSwallow. When he came home, he packed his backpack with clothes, and a bunch of stuff he might need. Steve was very excited to see him.

"STEVE!" he cried out and jumped around Flint when he had entered my lab.

"Not now, buddy. Sam has been kidnapped. I have to fly to Paris and save her!" Flint raced around his lab grabbing things he might need. When he passed his invention under the white cloth, he gulped. When was he supposed to finish the invention? But he ignored the invention and ran to his secret stashes of food. Thankfully, Steve hadn't found them.

He refilled Steve's food bowl and patted Steve on the head, as he ran out of the lab.

"I'll see you soon, Steve." He called over his shoulder. But Steve ran after him and caught him by the lab coat. Flint stopped before he reached the elevator and looked down to glance at the monkey. Steve's orange eyes were wide and brimming with sudden tears.

"Oh, not now Steve!" Flint slapped his forehead and Steve kept giving Flint his puppy eyes.

"Go with Flint." Steve looked up at Flint and widened his eyes for effect.

"Oh fine. Just fine." Flint threw his arms helplessly into the air and Steve onto his shoulders. They went through the tunnel and went down the elevator. Flint didn't bother seeing his dad, or otherwise Tim would just ask too many questions. So Flint went right out of the backyard.

Right now, Flint and Steve were walking through the doors of the JFK airport and Flint was searching his backpack for his passport. They stood in line and Flint desperately searched his backpack. Steve was sitting on his shoulder and shooting glares at the security guards. It wasn't everyday you saw a monkey in the airport.

"Steve! My passport isn't here!" Flint hissed and glanced at the monkey. A worried glance came across Steve's face. He blinked at Flint and Flint stepped out of the crowd. Now they had no passport and that meant they couldn't buy a ticket to board the plane. But Flint was clever and had an idea. He walked down the airport's carpeted hallways and finally came to a door that read 'Emergency Exit'.

"Steve, please be quite now!" Flint shushed at Steve and tip-toed through the door. The door led outside, to the plane field. All the planes were standing around and Flint glanced around. Then he saw an _Air France_ plane. Before he could run toward it, he watched a couple of security guards walk around the plane field muttering things into their radios. If those guards caught us, Flint would be in SO much trouble.

He glanced around and then glanced at Steve. A smile spread across his face.

"Steve! I want you to run and distract those guards. I'm going to get onto the plane through the luggage compartment and then you meet me there." Flint told Steve. A sly smile spread on Steve's face and he jumped off Flint's shoulder.

Holding his breath, Flint watched Steve run across the plane field and the moment the guards saw him, they began to shout and chase Steve. _Here's my chance._ I thought and ran as fast as I could across the plane field.

Unfortunately, one of the guards turned around and saw me. The other still chased Steve. I gasped and ran faster. I ran around the plane and the guard followed just as fast. _What's Plan 'B'? _Flint thought worriedly and ran faster. He heard Steve cry out in surprise somewhere. _Oh, please don't tell me, he got caught!_ Flint thought worriedly and ran around again.

He heard the guards run faster and yell commands into his radio. He ran faster, until finally he couldn't run anymore. He stopped and hid under the plane's wheels. The guards passed him and he let out a sigh of relief. But they will see him if he comes out of his hiding spot.


	12. Chapter 12: Flashbacks and Falls

**Author's Note: If you guys have questions, please ask them because I need to make sure I answer them. I might answer a few. Plus this chapter starts with a flashback (italics). The flashback might answer a few things about the Codes and The League. **

_The stormy night was dark and the rain poured down hard. A man walked down the quiet street and held a photo close to his chest. He was trying not to get the photo wet. The streets of ChewandSwallow were slippery and he was afraid he might slip any second. Just yesterday the Great Meatball had exploded and now the town was figuring out what to do with all the food everywhere. _

"_Joe Towne, where are you going?" came a surprised voice behind him and Joe turned around, still clutching the photo close to his chest. Turning around, he saw Mayor Shelbourne standing there. _

"_Uh, hello Mayor. I was just heading home." Joe Towne replied and glared at the Mayor. He hated the guy so much, that it was insane. Poor Flint Lockwood getting blamed for the Giant Meatball in the end. It was the entire Mayor's fault. _

"_Want to get a coffee?" Mayor Shelbourne asked and Joe looked around Main Street. The street was covered in food and now the rain was making it all soggy. _

"_Uh, sure sir." Joe nodded and followed the Mayor down the street. They came to a café and entered through the doors. Once they sat down, the Mayor ordered a coffee and then sat there quietly. Joe sat there and looked around the café. He had a sixth sense in him, where he senses when something bad was to happen. _

"_That Lockwood. Ruined everything." The Mayor muttered out loud and Joe glanced at him surprised._

"_What do you mean? It wasn't his fault!" Joe cried and placed the photo down on the table. The Mayor glanced at it and raised an eyebrow. But the waitress soon came with their coffees and he didn't have time to say anything. _

"_Yes it was." The Mayor replied. Joe didn't say anything. He got up and said he had to go to the bathroom. When he left, the Mayor made sure no one was looking and pulled out a small packet out of his suit pocket. He ripped the packet open and poured the contents into Joe's cup of coffee. _

_Joe came back and the Mayor sat there innocently sipping his coffee. Slowly Joe sat down. The Mayor watched him closely._

"_I want to start a group that agrees that it was Lockwood's fault." The Mayor suddenly replied and Joe glanced at him as if he has gone insane. Then he opened his mouth to say something, but first took a sip of his coffee. _

_The moment the liquid touched his lips a twang of some kind of voltage zipped through Joe. He swallowed and the liquid burned its way down. There was something buzzing around in him. His brain suddenly began to change around all his thoughts and he felt horrible on the inside. _

"_I'll join the group!" Joe suddenly blurted out and the Mayor smiled. The liquid that he poured into the coffee was working. Then Joe began to look around the café. He glanced down at the photo. Before he would know it was his dead wife, but now he couldn't understand who it was._

"_That's terrific. I already found another member. A man named Patrick Patrickson." The Mayor smiled evilly and Joe nodded. _

"_But don't we want this group to be secret? We need to change our names." Joe suggested and the Mayor thought for a second. Then he sat up straighter._

"_We'll be called by 'codes'. I'm the leader, so I'll be Code 1. Patrick will become Code 2 and you can be Code 3." The Mayor nodded and felt pleased with his idea. Joe's mind was bubbling now. All his happy thoughts were escaping his mind. _

"_We also need to all look the same." Joe pointed out._

"_Huh? Why? We have names, so that's enough." Mayor Shelbourne raised an eyebrow. But Joe was already thinking on the idea. The Mayor was pleased how well Joe was transforming. If only he could do the same to a few other people. _

"_Well, what about something to wear when we are lurking around?"Joe asked and the Mayor thought for a second. He seriously had no idea. Lurking around? A black ski- mask and black clothing? That would make him look like a burglar!_

"_Okay, what do you have in mind?" the Mayor asked and stirred his coffee. _

"_Well trench coats will be cool. And a trench hat too. They sound mysterious." Joe grinned and the Mayor smiled to himself. He thought about that. It was a good idea. He imagined himself walking around in a trench coat. _

"_They should be dark blue. Black will be too much." The Mayor replied and imagined himself in a dark blue trench coat and trench coat. He loved the idea. _

"_And the group could be called 'The League of the Dark Blue Trench Coats'. Or just The League of DBTC for short." Joe leaned back in his seat. Now the Mayor was grinning evilly to himself. It would be even cooler of he found himself some henchmen. And some kind of transportation. Maybe he could steal Flint's next invention or whatever he'd be fixing. _

"_Code 3, welcome to The League of DBTC!" The Mayor raised his coffee cup. Joe Towne smiled and his brain fogged up even more…_

xxx

Flint sat under the plane's wheel. He was worried for Steve and worried that he'll get caught any second. But he didn't seem to hear Steve's cries anymore or the guards. Slowly, he peeked out from behind the wheel and saw Steve sitting on top of a heap of guards. _Did Steve beat up those guards? How the heck did he do that!_ Flint thought to himself and approached Steve.

"STEVE!" Steve smiled and beamed up at Flint. Speechless, Flint watched his monkey. The only time Steve ever got aggressive was when he saw gummybears. But this was just ridiculous. It wasn't possible. A monkey just beat up a couple of ARMED security guards. Then Steve jumped up onto Flint's shoulder and kept grinning like he just won a million dollars (or a million gummybears).

"Steve, what will I do without you?" Flint finally laughed and ruffled Steve's fur. Then looked over at the Air France plane. The luggage compartment was opened up. They were probably going to load the plane with luggage soon. Flint came up to the plane and glanced up at the open door of the luggage compartment. It was too high to reach. Usually, the workers put a conveyor belt to get the luggage into the compartment. But there was nothing.

"What now?" Flint asked and glanced at Steve.

"Wait." Steve replied and Flint sighed.

"Steve, there is no time for waiting! We have to get in now, or the guards might wake up or someone might come!" Flint wailed and Steve patted Flint on the head. Then Flint looked back up at the high door. Suddenly he had an idea. Instantly he opened up his backpack and found some rope.

"Okay. Steve, grab one end of the rope and climb up into the luggage compartment. Tie that end of the rope to something inside there. Then I'm going to climb up. Got it?" Flint told Steve slowly. He hoped Steve understood something.

Nodding, Steve grabbed one end of the long rope and began to scramble up the side of the plane. He held on to the little nabs and bolts on the side of the plane. When Steve was inside the luggage compartment, Flint wondered if Steve tied the rope yet.

"Steve, did you tie the rope to something strong?" Flint called out and heard Steve call out his name. Flint took that as a yes and tugged on the rope a few times. It seemed sturdy enough. When he tied it around his own waist, Flint slowly began to climb up the side of the plane. He held on to the plane's rough sides. This plane had giant bolts that were easy to grip.

But suddenly the rope gave away Flint fell with a _thud_ to the ground. At least he wasn't too far from the ground.

"STEVE! What happened?" Flint cried out. Steve poked his head out of the compartment and Flint saw that Steve had tied the rope to himself. Sighing, Flint couldn't believe it. Steve probably thought that he was strong enough.

"Flint fall?" Steve asked and Flint groaned.

"Yes, Steve I fell." Flint sighed, but found himself smiling.

**Author's Note: Sorry for the short chapter. But I hoped it was good. **


	13. Chapter 13: Stormy Weather

**Author's Note: Well, now you guys know who all the Codes are except for Codes 5 and 6. Well, Code 5 sounds a bit familiar…**

The Codes and Sam were ready to jump. As Code 4 gave out the parachute backpacks, Sam couldn't help but wondering what will happen to the plane, as well as Shelbourne and Code 2. But Code 3 already opened the emergency exit door and a blast of cold wind blew in. They all squinted as the wind was so strong that they could barely keep their eyes open.

"OKAY, YOU GUYS REMEMBER TO LISTEN FOR MY SIGNAL! CODE 3, TAKE THE DUFFEL BAG AND ONE LUGGAGE! I'LL TAKE ANOTHER LUGGAGE AND MY PURSE! CODE 5, YOU TAKE ANOTHER LUGGAGE AND YOUR BACKPACK! SPARKS, YOU GRAB THE LAST LUGGAGE!" Code 4 shouted over the roaring of the wind.

Code 5 stuffed his red backpack into the luggage, so he could wear the parachute one. Then he grabbed the luggage and looked over at Sam. She grabbed one of the light luggage and gulped. Then she watched in horror as Code 4 jumped out. Code 5 jumped out after her and Code 3 waited.

"JUMP, SPARKS! I'LL FOLLOW!" Code 3 yelled and Sam closed her eyes and jumped off the plane. The wind was blowing so hard, that she could barely stay put. Instead of falling straight down, she was falling sideways. Suddenly, Code 3 appeared beside her with his open parachute. Code 4 and 5 were nowhere in sight.

"SPARKS! OUT!" Code 3 shouted over the wind and rain. Shaking, Sam pulled her hand behind her and felt around for the string. When she found it, she pulled and suddenly she felt lighter. She was floating down carefully. But the wind was still blowing her away. The luggage in her hand was light as a feather, now that she was floating.

She was now being blown away harder by the wind and the rain was blinding her. She shut her eyes to keep her contacts from getting wet. Her glasses were somewhere lost in Flint's lab. Her Jell-O scrunchie was still in the government helicopter that belonged to Shelbourne. She had taken it off, when she was a false henchman.

"CODE 3! CODE 4? 5!" Sam yelled through the darkness. She seemed to have lost them. The wind must have blown them away. But she was freaking out. _I'm gonna die._ She thought miserably to herself.

Suddenly she heard screams. Many screams. Who was that? Sam squinted through the rain as she floated down. There was no one around. All of a sudden, something huge flew past her. It was plane wing. Her eyes widened and she thought about the plane Shelbourne was piloting.

The plane wing flew past her and she heard a loud rip. She looked up and saw her parachute rip. A loud scream exploded from her and she was now falling so fast, she was sure she'd hit the ground soon.

The air was now getting really cold. Her fingers were turning blue and she wished she could let go of the luggage and blow on them. _Now I know how Flint felt when he was falling from the meatball explosion. Except there are no Ratbirds here to save me! _She thought and through the rain that slapped her face, she felt tears coming down. Her eyes were starting to blur because of all the tears and rain.

She didn't even notice when two very strong arms grabbed her by the shoulders and they knocked her out cold.

xxx

The government helicopter was zooming around the skies of NYC. It was hidden by the grey clouds that covered the sky. The pilot was steering around and the other two guys were telling him directions. It was Esto, Reg and Jag. They were searching for JFK airport. They knew Flint was there. And they thought it would be nice to give him a lift.

You couldn't hide anything from the henchmen. Working for Shelbourne actually gave them sharper senses. They learned a lot. Like they just found out that Sam was kidnapped and they had sent the note to Brent and Flint that said they could help. But when the rope ladder broke, Esto and Reg blamed it all on Jag.

"We told you to buy a new rope ladder after the whole food machine incident #2!" Esto snapped at Jag.

"Where am I supposed to get a damn rope ladder? Target? They don't sell them!" Jag cried out. But Esto and Reg just glared at him. So technically it was all Jags' fault that Flint and Brent ended up in the hospital. But it was also Esto's and Reg's fault for not reminding him.

Now they were looking through maps as Esto piloted the helicopter around. Reg was holding the map of New York, and Jag held one of the city.

"Uh, I think it's somewhere here. I think we are above the airport. We just need to find the plane field to land." Jag told the other two.

"Wouldn't it be weird if we landed the helicopter there? I mean people might think that the President flew in or something!" Esto flew out of the clouds and it was true. The JFK airport was below and so was the plane field. He steered the helicopter a little over the clouds, while they decided whether they were going to land or not.

"Well, Flint is supposed to be at the airport today! Esto, just land already!" Reg cried and sighing, Esto piloted the helicopter down and smoothly landed on the plane field. When they landed, Esto shut the controls off and then he went over to open up the door.

All three of them peeked outside and glanced worriedly around.

"No guards." Esto replied.

"No guard dogs." Reg whispered.

"No crazy fans" Jag sighed with relief. Both Reg and Esto glanced at him with raised eyebrows.

"Well, if people thought we were actually the president, they'd be swarming in like bees. I'd love to be president one day." Jag replied dreamily. Rolling his eyes, Esto exited the helicopter and stood on the quiet plane field. How were they supposed to find Flint now? They had the WHOLE JFK airport to search. It was like looking for a needle in a haystack.

"What now?" Reg asked and glanced at Esto and Jag. Shrugging, Esto began to walk down the plane field with Reg and Jag following close behind.

"Let's walk around the plane field, first. Then we take on the Main Building." Esto replied and motioned them to follow him. They walked around the planes and jets. Suddenly they heard voices. Esto crouched behind a plane wheel and Reg and Jag did the same. Carefully, they peeked around the plane wheel and Esto's eyes lit up.

"Guys! It's Flint and his monkey!" he whispered. They watched Flint try to climb into the luggage compartment several times. But each time he slipped and fell to the ground.

"FLINT!" Esto called out and came out from the plane wheel. Reg and Jag appeared behind Esto. Flint turned around and scrambled up to his feet, when he saw them. Steve yelped and jumped onto Flint's shoulder. A look of fear flashed by Flint's eyes and he took a careful step back.

"W-who are y-you?" he stammered and Esto came closer. Reg and Jag followed.

"I'm Esto." Esto held his hand out. Hesitating, Flint finally shook it and then as quickly let go.

"We were the ones that wrote you that note and said we'd help you." Esto replied and smiled. For a second, Flint didn't say anything. He glanced at Esto, and then saw the government helicopter not too far off, from where they were standing. Flint looked scared now.

"But that's Shelbourne's helicopter. And the rope ladder snapped when Brent and I were climbing it!"Flint exclaimed.

"We know. But Shelbourne is with the Codes and helped them kidnap Sam. Plus the rope ladder was old. It's all Jags' fault. He forgot to change it." Esto explained. Confused, Flint processed in the information he just heard. When he was back in the hospital, Shelbourne had mentioned The League of Dark Blue Trench Coats. But he never said what it was. Now who the heck were the Codes?

"I know you are confused, but we can explain everything along the flight to Paris." Esto looked at Flint, when he saw the look of confusion. Now Flint took a step back. _What if this is a trap?_ He thought and he felt Steve grip his shoulder tightly. Gulping, Flint glanced at Esto, Reg and Jag.

"How do I know this isn't a trap?" Flint asked and gripped one of the straps to his backpack.

"If it is you can shoot us." Esto handed Flint and heavy metal gun. Flint gripped the weapon. Never had he held a gun. But it was cold and a bit heavy. The trigger was smooth and the sides of the gun had some sort of numbers engraved on it. Then Flint shook it and heard the clatter of bullets inside the gun. It was loaded.

"Well, okay. But you promise to help me find Sam." Flint replied.

"Fine. C'mon let's go." Esto gestured toward the helicopter and Flint followed the three henchmen. A cold pit sat in his stomach as he followed them. There was something about this that didn't feel safe. Something was going to happen. Flint even felt guilty holding the gun. He didn't want to shoot anyone. His heart wasn't that cold. Even if this was a trap, he wouldn't be able to pull the trigger.

They entered the helicopter and Flint glanced around the tidy room. It was just like he remembered it. Couches, coffee table in the middle. Wide windows all around. Three doors against the right side of the room and the piloting controls to the left. No one was hopping out to shoot Flint. There was no one grabbing him and tying him into a chair.

"See, this isn't a trap." Esto grinned and went over to the controls. Jag began to pull out maps and spread them all over the coffee table. Reg was checking some beeping screens on the walls. He was typing something into the screens.

"Esto, there is a big storm hovering over Paris." Reg gulped. Biting his lip, Esto started up the engine once again and sat down into the pilot's chair. The helicopter's engine roared and the helicopter blades whirred overhead. Flint went over and sat down on the couch. He watched Jag lean over the world maps.

"And there's a big one brewing in the Atlantic ocean." Reg told Esto.

"I got it." Esto put a big pair of headphones over his ears and pushed the microphone mouthpiece to his mouth. Then he gripped the wheel and pressed a couple of buttons around him. The helicopter rose into the air and they were off.

They flew for at least an hour. Flint ended up helping Jag find a safe route on the maps. Steve was running around the helicopter. At one point he found the kitchen and attacked the fridge. Jag and Flint had to pull him out forcefully. It was a bag of gummybears that was in the fridge. Flint thought it was weird to keep gummybears in the fridge.

"Esto! Uh, there is something weird happening over Paris." Reg replied and poked the touch screen a few times. Flint and Jag reappeared out of the kitchen, dragging Steve and his bag of gummybears. They placed Steve on the couch, where he happily ate his gummybears.

"What is it?" Esto asked and steered the helicopter left.

"Uh, wait a sec, Esto. Flint can you come here?" Reg motioned Flint over. Nodding, Flint came over and glanced at the screen. Numbers flashed on the screen and Flint understood every single one of them. For a second he thought he was dreaming. Maybe he was wrong, but those numbers weren't wrong.

"Guys? That is a storm alright. But the wind seems to smell like marinara sauce." Flint bit his lip. He couldn't understand what he was seeing. The FLDSMDFR had been buried deep in the ground all the way in ChewandSwallow.

"Stop talking nonsense! Winds can't smell like marinara sauce!" Esto snapped from where he was sitting.

"Uh, Esto, I think he may be right." Reg gulped. Flint glanced at the numbers. There was no food raining. _There CAN'T be food raining, because I buried the FLDSMDFR. So why does the wind smell like sauce all of a sudden?_ Flint thought to himself.


	14. Chapter 14: Paris, France

**Author's Note: When my family and I were driving through downtown Toronto, I saw one of those street signs. It said **_**Sherbourne Street.**_** If there was an 'l' instead of the 'r' that would be creepy. Don't believe me, go google it. Anyway, to answer one question: the marinara sauce smell wasn't the FLDSMDFR. But surprises are yet to come =)**

_Splash!_

The cold water splashed all over Codes 4 and 5 as they landed into the fountain. Code 4 got up and looked around. She gathered up her parachute and cursed for getting all wet. Then she gasped in delight. Right in front of them was the Eiffel Tower glowing in lights. Only the sharp point at the top of the tower was damaged. An 'under construction' sign was standing next to the tower. It was even visible in the dark.

"Code 5! We made it!" Code 4 spread her arms out happily. She grabbed the luggage she was holding and climbed out of the fountain. Code 5 smiled up at the Eiffel Tower, but frowned when he saw how wet he was.

_SPLASH!_

Code 4 and 5 turned around and saw Code 3 sprawled in the water. Grinning, Code 4 helped him to his feet. He gathered up his parachute and stepped out of the spraying fountain. Code 5 followed.

"Where's Sam Sparks?" Code 3 asked Code 4 and 5.

"What do you mean? You were watching her jump!" Code 4 clenched her fists at her sides. Shaking his head, Code 3 sighed.

"The wind probably blew her away." Code 3 frowned and looked at the Eiffel Tower. A small smile played on his lips. Code 4 narrowed her eyes at him. The last time she had seen Code 3 smile, was REALLY long ago. Maybe his brain was coming back to normal. She had to inject him, before he snapped back to normal and ran away. Even she needed some of the liquid. She didn't feel as evil as she was before. Code 5 seemed fine.

"Well, we were parachuting over France, so she is in the country. Before we go search for her, I say we inject ourselves." Code 4 replied. Code 3 nodded miserably and went on to rummaging through one of the wet suitcases. He brought up a small glass jar filled with black liquid and a syringe.

"One centimeter each. Except Code 5. He had a whole dosage back at the headquarters." Code 3 zipped some of the liquid into the syringe. He looked at Code 4 and she gulped. Slowly, she pulled up her sweater sleeve. Code 3 located a good spot and pricked her. Gently, he pushed the syringe top and the black liquid bubbled into Code 4's arm. When he pulled the syringe out, he wiped the tip on his shirt.

Code 4 stood for a second, before she let out a scream of pain and collapsed to the ground. She was clutching her head. Code 3 nodded to himself. The liquid made it to her brain.

"My turn." Code 3 gulped and filled the syringe with one centimeter of the thick black liquid. He didn't bother looking for the right spot on his arm. He just rolled up his sleeve and injected the syringe in. Soon as he pulled it out, he was sobbing in pain.

"Uh, guys? People are staring." Code 5 hissed to them and snatched the syringe and jar. He closed the jar and stuffed them into the suitcase.

"Why are you staring?" Code 4 snapped and got up. She rolled down her sleeve and glared at Code 5.

"Uh…" Code 5 began, but Code 3 silenced him. They grabbed their luggage and Code 3 began to search around frantically. His eyes widened, then hardened.

"Where's the duffel bag?" he demanded and spun around to glare at Code 4. Code 5 watched them. He couldn't believe the injection worked so fast. The two Codes looked ready to kill each other.

"I thought YOU had it!" Code 4 pulled something out of her jeans side pocket. It was a switchblade. She pointed it at Code 3.

"I did, but I don't now! Where is it?" Code 3 asked and pulled a gun out of his pocket. He pointed it at Code 4.

"You were in charge of it, idiot. You either forgot it on the plane or you let go of it when you were falling!" she snarled and Code 3 didn't say anything. He slipped the gun back into his pocket and Code 4 closed up her switchblade and hid it.

Code 5 watched the two. Then he suggested that they go find a hotel to stay the night at. Looking away from Code 3, Code 4 grabbed her roll-on suitcase and began to walk. Code 4 grabbed another one and Code 5 grabbed the last one.

"Hold on. Didn't we have another one?" Code 3 suddenly asked. Horrified, Code 4 turned around. She exchanged glances with Codes 3 and 5. They all knew where it was. Sam had it. They made her jump with it. Then Code 4 let out a wail.

"My evening dresses!" she howled. Rolling his eyes, Code 3 opened up the luggage he was rolling. Her evening dresses were in there. Sam had some other suitcase. Calming down, they began walking again. They walked past the Eiffel Tower and got a few stares from passing people. When they came to the street, they went to find an ATM.

xxx

The coldness came down hard. It was as if someone had turned up the air conditioner full blast. The body lying on the steel table was motionless, but still alive. It was Sam Sparks. Her emerald green eyes fluttered open and she glanced around. But there was nothing to see. It was completely dark in the room. But she heard voices.

"…really I don't understand a thing you just said! Speak English, I don't know French!" one voice snapped.

"Oui, monsieur. Yes, sir." The other voice replied in both English and French. Then the French man's footsteps went away. Sam gulped and wondered where she was. She defiantly had to be in France. Slowly, she heard the other man's footsteps come closer. The door to the room opened and a man walked in. Sam quickly shut her eyes and pretended that she was still motionless. The man came over to the steel table's side and Sam ordered herself not to breath. But then she'd have to take a really deep breath after. So she just breathed normally. But quietly.

"Frozen." The man replied and pressed his hand gently to Sam's forehead. When he moved his hand away. Sam was trembling. It was Shelbourne.

"Lockwood will never find you." Shelbourne whispered and Sam gulped slowly. She wanted to open her eyes really badly, but she couldn't. _Wait! If this is Shelbourne, then what happened to the plane and all those passengers? _ Sam thought to herself. She wondered if the plane crashed and the passengers were dead. But Shelbourne had lived, right? She really wanted to find out.

"I know your listening Sparks," Shelbourne suddenly replied and Sam heard him pace around the room, "And I'm glad that your listening."

_Huh? _Sam asked herself. She heard his footsteps tip tap all around the room. She wondered how long he was going to stay in the room.

"You can open your eyes, Sam." Shelbourne replied. But Sam kept them closed. She didn't want to. But she was wondering why Shelbourne had called her by her first name. It was always 'Sparks this' and 'Sparks that'. But now he called her by her first name. Shivers ran down her spine. She felt scared.

"Why'd you kidnap me in the first place?" she asked in a shaking voice. She had to ask this question, because it had been bottled inside her for so long. She recalled asking Code 3 the same question when they were back in the headquarters, but she couldn't remember his answer.

"For numerous reasons. But I'll tell you two of them. One, I need to lure Lockwood in and get rid of him for once and for all. Two, we need a new Code. Code 6 will soon be brought in. I just have to kidnap him and inject him. But we need more members for The League. There is too much good in the world." Shelbourne told her in an icy voice.

"What good will I be as a Code? Flint and Brent will find out and rescue me." Sam asked and still kept her eyes closed.

"Well, once we inject you, you won't care about Flint or Brent anymore. All the important good memories in your mind will turn rotten and the people you love most will become the ones you will hate most. If they come to rescue you, you'll just simply attack them." Shelbourne replied.

"But you can't inject me! Code 4 said you can't!" Sam cried and now opened her eyes. Shelbourne was still pacing around the room.

"Is Code 4 here, right now? I don't care what Code 4 says! She injected herself much too early! Right after we got married! BAM! She goes out and invents the injection liquid and powder. Then she tested it on herself, and she became a total different person." Shelbourne stopped pacing and pulled a handkerchief out of his trench coat pocket. He blew his nose loudly and continued pacing.

"Then why are you such a monster?" Sam demanded.

"THAT is none of your business! We are getting off topic!" Shelbourne stomped his foot. He came over to the steel table and ordered Sam to get up. When she hopped off the table, he grabbed her wrist and pulled her after him, out the door. The next room was dimly light. There was a wobbly wooden table and a big duffel bag on the table.

"That's the duffel bag, Code 3 had!" Sam gasped and pointed at the bag. Smirking, Shelbourne nodded and let go of her wrist.

"Ah, yes. You guessed correctly." Shelbourne grinned slyly and came over to the duffel bag. He opened it and peeked inside. Sam couldn't see what it was.

"And now, I shall follow with the procedure." Shelbourne pulled out a syringe and a small jar out of his pocket. Sam screamed and took a step back.

"No! You can't! Please! I'll do anything! Shoot me instead!" Sam cried and took a step back. But she hit the wall. Now there was no way out. But Shelbourne laughed.

"Ah ha! I'm still giving you a chance to live, but you want me to shoot you instead?" Shelbourne cackled and dipped the syringe into the jar. Sam was sweating now. Maybe if she hit him? But then he was stronger than her and had better reflexes.

"Do you want to know what's in the duffel bag, before I inject you?" Shelbourne sneered at Sam and she glanced at the duffel bag.

"Does the injection wear off?" she asked instead of answering him.

"Well, I'll inject you for two or three days for now, then after that times up, we'll inject you again." Shelbourne replied and now the syringe was filled a bit with the black liquid. Shelbourne leaned in and hissed in her ear, what was in the duffel bag. She gasped in surprise, but then Shelbourne stuck the syringe into her arm, before she could react anymore.

"Welcome to the club." Shelbourne took a step back and laughed evilly. Sam didn't hear him. She let out a loud shriek of pain and fell to her knees.


	15. Chapter 15: Questions

**Author's Note: Had to do research for this chapter on Paris and hotels in the area. Actually learned a few things. Anyone ever been to Paris?**

The screen flashed more numbers, until it just showed a map of the world and the cloud patterns around the world. Flint zoomed in on France and glanced at the cloud patterns. They were normal. Nothing seemed to be wrong with the clouds. But the air still seemed to smell like marinara sauce. He just couldn't understand why.

"So? Is there an upcoming storm?" Esto called from the pilot's seat.

"Uh, no. The rain storm seemed to pass. But the wind just smells like sauce." Flint told him.

"Then it's nothing to be worried about. Someone must be cooking up a feast or something." Esto shrugged and steered over the clouds.

"Esto, who would be cooking so much, that the scent reaches the weather stations?" Jag called from where he was sitting near the coffee table. Reg nodded and Esto sighed. He didn't say anything. No one spoke. Flint turned to look one last time on the screen, before he walked across the room and sat down beside Steve.

"Uh, I have a question that doesn't have to do with this. But you promised to answer it." Flint looked down at his feet. His spray-on shoes glittered back at him. They had saved him already once, so maybe they might save him this time—if he does get into trouble.

"Ask away." Esto smiled from where he was steering. Reg sat down on the couch across from Flint and glanced at Flint.

"Well, what exactly is The League of DBTC and who are the Codes?" Flint asked. Esto froze from where he was sitting and Jag coughed from he was looking at maps. Reg shifted uncomfortably. Slowly, Flint looked over at all three henchmen. They didn't make eye contact with him.

"I think Reg will be best at answering that. He knows The League more than any of us." Esto sighed and let Reg do the talking and explaining.

"Well, The League of the DBTC stands for—" Reg began.

"—The League of Dark Blue Trench Coats." Flint interrupted. Nodding, Reg smiled weakly. Then he continued.

"Back when Shelbourne was the Mayor, he founded the group right after the Great Food Incident. The members of The League are called 'Codes'. Shelbourne is Code 1. Patrick Patrickson is Code 2. Joe Towne is Code 3. Just recently The League got ahold of two more members: Code 4 is Angelica Rita Oreant and Code 5 is… I don't know his name, but all these people are after YOU. They want you gone. So they kidnapped Sam, so you can come to save her, and they capture you in the process." Reg explained.

"Whoa! Hold it! Did you say Code 4 is Angelica Rita Oreant?" Flint gasped and got to his feet. Reg nodded and motioned for Flint to sit back down. But Flint's mouth became dry. He thought she was dead? And Marie thought the same thing! He couldn't believe it. Shelbourne's wife was in The League too. If she was as deadly as Shelbourne, Flint didn't know what he was to do.

"And Esto, Jag and I have been spying on The League. They are looking for new members to join The League. They already have found a Code 6, but I heard that they have to 'inject' him. I don't know what that means." Reg went on.

"Injection is when The League takes good people and stick a syringe into them and inject this black liquid into them. The black liquid messes with your brain and turns you into a monster just like Shelbourne." Esto replied from where he was sitting.

"That's awful!" Flint gasped and even Steve stopped eating his gummybear and stared at Esto and Reg.

"I almost experienced it. We all almost did. But Shelbourne passed us by and made us his henchmen instead. I do believe Lucio was injected a bit in the beginning. I think Jag was too." Reg replied and glanced at Jag, who nodded miserably. Then Jag told Flint that the effects wear off, depending on the dosage. If it's a little bit, it'll last a few days. If it's the full syringe, then it'll take years and years before the effects wear off.

"What if Sam got injected?" Flint asked. There was a long silence.

"Sam hurt?" Steve asked Flint and made big eyes at him.

"If she got injected, you're in trouble. That's why we're here to help." Jag told Flint quietly. There was another silence. Then Flint groaned and dropped his head into his hands. Too much bad stuff was happening. Sam was kidnapped, possibly injected, the winds smelled like food, he had a whole League chasing him, his invention was unfinished at home and Brent was in the hospital, possibly on his death bed.

"Why can't anything good happen?" Flint muttered and Steve patted him on the back, before returning to his gummybear.

xxx

The taxi pulled up in front of Hotel Pullman Paris Tour Eiffel a few minutes later. The Codes stepped out and went to get their suitcases from the back, while Code 3 paid the taxi driver in Euros. Code 4 and 5 pulled out the three suitcases and set them on the sidewalk.

"Merci." The taxi driver beamed when Code 3 finally paid him. Soon the taxi drove away.

"So, what is this?" Code 4 planted her hands on her hips and glanced up at the Hotel. The hotel had a beautiful view of the Eiffel Tower. It was wide and had many windows.

"4 Star hotel." Code 3 read from the pamphlet the taxi driver had handed him.

"That'll do." Code 4 nodded and then rolled her suitcase up the ramp and through the hotel's double doors. The inside of the hotel was like every hotel was. Polished floors, a gurgling fountain somewhere, a registration desk and a seating area in the corner. There were elevators at the far end and a few people walked around the lobby. They approached the registration desk.

"Bonjour! Bienvenue à l'Hôtel Pullman Tour Eiffel! Comment puis- je vous aider ? " The lady at the registration desk asked in a thick French voice. The three Codes exchanged confused glances. The lady at the desk sighed and rolled her eyes.

"Americans," she muttered under her breath, "Hello and welcome to Hotel Pullman Tour Eiffel! How can I help you?" she asked in a brighter voice. But her French accent still clung to her English words.

"We want to register into the hotel." Code 4 replied. The woman nodded and began to ask Code 4 questions, while Codes 3 and 5 glanced around the lobby. The place looked expensive, but Code 3 hoped it wasn't as expensive as it looked. Soon he got his answer.

"Uh, Co—I mean Joe, we can't afford three rooms. Not even two. We all have to share a room." Code 4 told him and frowned. Sighing, Joe nodded and began to fill out a form.

"This includes meals right?" Code 3 asked the lady.

"Oui." The lady nodded. When they were all checked in, they got there keys in small orange envelopes. The lady pointed to the elevators, and wished them a good night. As they entered the elevator, Code 3 pressed the 3rd floor and the doors closed.

"I cannot believe we all have to share a room." Code 3 sighed and glanced at the elevator ceiling.

"At least we can afford something." Code 5 spoke up. The elevator pinged and the doors opened. The hallway was wide. They walked down to the end and Code 3 stuck the key into the door. The door flew open and they all glanced inside nervously.

There were two beds, a couch, TV, a bathroom and a wide window with the Eiffel Tower as the view. The room was simple, but clean and nice. Code 4 flopped on the bed closest to the window.

"But there are three of us and two beds." Code 3 blinked at the two beds. Rolling her eyes, Code 4 got up and went over to the couch. She opened it from the bottom and the couch became a bed.

"Ever thought of that?" she asked and Code 3 shrugged. Soon they unpacked their suitcases (Code 4 took up most of the closet space and half of the bathroom shelves) and finally each took turns taking showers. Once they all took showers, all fell onto their beds and Code 5 turned the lights out. The room was pitch black, except for the soft glow of the lights coming from the Eiffel Tower outside.

"Guys?" Code 3 whispered through the darkness, from where he was lying on the couch bed.

"Yeah?" Code 4 and 5 asked at the same time.

"What if Shelbourne finds us and kills us all?" Code 3 stammered and Code 4 heard his sheets rustle.

"Why do you think he'll do such a thing? We are part of The League." Code 5 asked from his bed. Only Code 4 stayed silent. She hoped Shelbourne didn't find them. If he was still alive from the plane. The plane could have crashed and he could be dead. But for him surviving a plane crash was possible. The League's motto was "Anything is possible". She hoped it was wrong just this time. She wanted Shelbourne dead.

"Yeah, I guess…" Code 3 sighed from where he lay.

"Do you guys think he has Sam?" Code 4 asked and pulled her blanket up to her chin.

"I hope not. He might inject her." Code 5 replied. Agreeing, Code 4 closed her eyes. They all had to get some sleep. It had been a very eventful day. She didn't even remember the last time any of them ate. Tomorrow, she promised to eat a big breakfast.

The room became quiet and filled up with Code 3's snores. Code 5 kept on tossing and turning, so his sheets rustled a lot. Code 4 was sound asleep. Until she heard something. It sounded a lot like someone was shaking the doorknob. Her eyes flew open and she gripped her blanket in fright. She sat up in bed.

"Code 3? Code 5!" she hissed in a whisper. Slowly, she turned on the small lamp on the night table and a dim light filled the room. Groaning, Codes 3 and 5 rubbed their eyes and sat up.

"What is it?" Code 3 demanded.

"Shhh!" Code 4 shushed at him and pointed at the door. Narrowing his eyes, Code 3 looked at the door. Code 5 got out of bed and stood listening near the door. Suddenly the doorknob shook again. Someone was trying to break in or get in. The three Codes stared at the door. Code 4 was trembling and Code 5 actually pulled his gun out of his trench coat; hanging in the closet. He pointed the gun at the door and waited.

The doorknob shook and then they heard someone picking the lock. Code 4 had enough. She didn't care if she was scared half to death, but she snatched her gun too and came to stand next to Code 5. Code 3 didn't bother grabbing his gun. He just grabbed Code 4's high heel. The point was sharp enough to poke someone's eye out.

"Who could be breaking into our room at 2 in the morning?" Code 4 muttered under her breath.

"Some really stupid idiot, who doesn't know how to pick a lock quietly." Code 5 whispered and Code 3 nodded.

"Well, he'll run when he sees we're armed." Code 4 placed her finger at the trigger.

The door suddenly clicked. The lock was unlocked. The door creaked open. Code 3 threw the high heel and it flew through the crack in the door. It fell in the hallway, and they all heard running footsteps.

"He's getting away!" Code 4 shrieked and ran out the door.

"Or she!" Code 5 called after her, as he and Code 3 ran out into the hallway. But there was no one in the hallway.

"He just vanished." Code 4 blinked in confusion.

"Or she." Code 5 reminded her.

"Right." Code 4 nodded and then they went back into their room. Instantly, Code 4 went into her purse and pulled out a roll of duct tape. She locked the door and then sealed the inside with the duct tape. She had applied at least three or four layers of it.


	16. Chapter 16: Trapped

**Author's Note: Don't you find it annoying when someone tells you to hurry up and get somewhere quickly, but when you get there as fast as you can; they arrive only five minutes later? That happened to me today. Anyway… it's hard to write about 'evil' Sam. But I tried my best. =) Warning: this chapter may contain someone cursing in French!**

It had been 3 hours. 3 very slow, confusing hours. Sam had collapsed to the ground when she was injected. Now she was rising to her feet. Her mind was very confused at the moment. Every time she tried to think of something, a horrible pain zipped through her head and she felt dizzy. But she also felt angry. At what, she didn't exactly know.

When she looked up, she saw Shelbourne standing in front of her with a grin stretched out on his face. If Sam was still normal (not injected) she would have run away screaming for help. But now she couldn't understand what was wrong with her, because she got up and smiled back at him.

"So, how do you feel, Sparks?" Shelbourne asked and his smile faded.

"Brilliant!" she got up and adjusted her hat. _Wait. I have a hat? _She thought to herself. But her mind grabbed that thought and twisted it up. _Or course I have a hat! I've always had one! _She thought. There was a mirror in the room. She stood in front of it and smiled evilly at her reflection.

She wore and dark blue trench coat and a dark blue trench hat over her head.

"So, what do we do now?" Sam asked Shelbourne.

"Well, we have to collect the Codes. While you were sleeping, I went to check on them. They are in a hotel not far from here." Shelbourne stammered as if he was unsure about what he just said. Nodding, Sam walked out the door and Shelbourne followed.

"Wait, where are you going?" Shelbourne asked her uncertainly. He was still skeptical about the injection. What if she wasn't 100% evil?

"To find the Codes! Then we have to wait for Lockwood's arrival and then corner him." Sam crossed her arms over her chest and glanced at Shelbourne. He just stood there with his jaw dropped open. She was DEFIANTLY fully injected. First, she called Flint by his last name, and actually just planned to corner him and wanted to find the Codes. He closed his mouth and grinned.

"Then let's go, Code 7." He grinned evilly and both hurried out the door. They opened the door and stepped outside. Sam realized that they had been in some basement. But that didn't matter. All she cared about was finding the Codes and seeing Flint dead.

_HOLD IT! I want Flint dead? _She thought to herself and blinked. But her mind snatched the thought away and replaced it with this one: _Of course I want Lockwood dead! Think about what he has done!_

But Sam frowned. She was racking her brain for all the things that Flint has done. Instantly her mind filled up with a list. She was even surprised by it. But she shook it out and followed Shelbourne down the sidewalk. The morning was bright. But the air smelled funny. It smelled like marinara sauce.

"Why does the air smell like that?" she asked Shelbourne.

"I'm preparing the world for another disaster. Those are my marinara sauce smoke bombs. When I was piloting the plane, I threw them all over the place. At least a hundred or something. Sadly, the plane crashed." Shelbourne sighed and they walked past the Eiffel Tower. Sam glanced up at the construction workers working on the top point of the tower.

"Where'd you get a hundred smoke bombs?" she asked. She didn't seem to care the slightest about the fact that the plane crashed and people died. All she cared about were the bombs. That's how messed up her mind was.

"Hid some in my trench coat pockets, pant pockets, then some in my hat and plus all the millions of inside pockets in the trench coat. Plus two in each shoe, some in my suit pockets and I was wearing a messenger bag under my trench coat. So that thing was filled up too." Shelbourne explained.

"That's awesome. So piloting the plane wasn't because of the storm, or the pilots lousy steering. It was just to crash the plane and get all those smoke bombs into the air." Sam said cheerfully. Shelbourne glanced at her. He was a bit scared of her. Maybe it was an over dosage? He wondered what would happen, when Sam meets Flint. He smiled at that thought and imagined Flint's expression.

Then he imagined Code 4's expression when she found out he injected Sam. But he'll assure her it was for only 2 or 3 days. But Code 4 would probably end up chasing him and shooting at his feet. Who knew wives could be so violent? Now that he thought about it, they weren't even divorced! He smiled to himself and tried to remember their wedding day. But his memory fizzled away.

"Code 1! Is that the hotel?" Sam exclaimed and pointed at a hotel across the street.

"Yes. Yes it is." He sighed. If Marie was still alive, she would have been Sam's age.

xxx

Right now, Esto, Reg, Jag, Flint and Steve were all squished at the back of a taxi. They had landed in a plane field in one of the airports. Esto paid some money, so that they could keep the helicopter in the plane field. Then they had jumped into a taxi and asked the driver to take them to the Eiffel Tower.

"I cannot believe we are in Paris!" Jag grinned and clutched a map of Paris.

"We just have to pay a visit into the Louvre, Notre Dame Cathedral…" Reg sighed.

"…the Musée d'Orsay, the Arc de Triomphe and the Champs-Elysées and of course the Eiffel Tower." Jag sighed too and folded up his map. Both henchmen watched out the window, with goofy grins on their faces.

"Guys! First we find and rescue Sam, and then we go sightseeing!" Esto snapped, just as the taxi stopped in front of the Eiffel Tower. Immediately, the taxi doors slammed open and Reg and Jag ran out. Esto paid the driver and he and Flint said a thank you to the taxi driver. Steve was clinging on to Flint's shoulder. He seemed a bit frightened of the new place.

When Flint and Esto came over to Reg and Jag, both were standing with open mouths staring at the Eiffel Tower.

"Oh…" Reg gasped.

"…My God." Jag grinned and pulled his camera out of his backpack. He began to snap numerous photos, ignoring the fact that the Eiffel Tower was under construction. Reg was about to take his camera out of his backpack, but Esto stopped him.

"We have to find the Codes. But first, let's find a hotel to stay in." Esto replied and Jag pulled a map out of his backpack. He folded it open and then all three henchmen and Flint leaned over the map.

"There's a hotel called Hotel Pullman Paris Tour Eiffel. 4 stars. Not bad. It's not far from here. We could walk." Flint pointed at a hotel on the map. Agreeing, they all began to walk away from the Eiffel Tower. They passed some fountains and Flint saw something. It was a piece of dark blue fabric hanging over the edge of the fountain. It might have been the Codes', but I could have been anyone's.

"C'mon guys." Esto replied and Flint hurried along after them. They walked down to the street and onto the sidewalk. The cars passed by. The street was noisy. Flint glanced around. The buildings here weren't as tall as in New York. The pathways were cobblestone. Then he looked across the street and saw two people wearing dark blue trench coats walking down the sidewalk.

"Guys! Look!" Flint gasped and gestured at the two people across the street.

"Are those who I think those are?" Esto gasped.

"I think so." Reg nodded.

"Then we better run after them!" Jag slung his backpack higher on his shoulder and motioned them to follow him. They didn't wait for the cars to stop, to cross the road. They just ran across, with cars honking and beeping wildly at them. Some stuck their heads out the car windows, and began to curse loudly in French.

"Tu baises salauds! J'aurais pu vous écraser avec ma voiture! " some random guy yelled at the top of his lungs, when his car almost hit us. Esto, Reg and Jag winced as we crossed the road.

"That guy is really harsh. I never thought the French would be so mean!" Esto scratched the back of his head.

"Why, what'd he say?" Flint asked.

"Eh, you don't want to know. But it was bad. Really bad." Esto winced and then dropped the subject. He looked down the sidewalk and they saw the two people in the trench coat. They were getting further and further away. Soon they turned around the corner and that's when Esto broke out into a run. The other two henchmen and Flint dashed after him. Steve held on tighter onto Flint's shoulder.

"YOU!" Esto called after the people in trench coats. He turned around the corner and so did Reg, Jag and Flint. The two people ran toward a hotel and raced inside. Esto stopped in his tracks.

"Well, we found a hotel to stay in. Now all we need is to get the Codes to surrender Sam." Reg replied as they all stopped in front of the hotel.

"C'mon. But we must be careful. They have guns. And I don't think we should check in yet." Jag explained.

"We have one gun." Flint pulled out the gun Esto had given him in the beginning. The henchmen nodded and Flint dropped the gun back into his pocket. As they entered the hotel, Flint was nervous. There were five Codes. Plus a mysterious 6th one, who wasn't even here—yet. They were outnumbered.

Once they stood in the hotel lobby, Flint glanced around. It was just like every hotel lobby should be. He spotted the elevator across the room. Slowly, they passed the lady at the registration counter; who shot them confused looks. Her eyes followed them all way to the elevator. Esto rang up the elevator. They waited for it to come.

"Do you need any help?" the lady at the desk asked in a thick French accent.

"No, m'am. We have some friends upstairs." Flint told her, just as the elevator came and they stepped inside. Once they were inside, all four stared at the buttons.

"Let's try all the floors." Esto told them. He pressed the 2nd floor and the elevator zoomed up. The doors soon opened and they stepped out. There weren't any rooms here. Just the dining area to the right and a hallway to the left . People were having breakfast in the dining area. Some kind of bell rang and probably signaled the end of breakfast or something, because a lot of people were leaving. A few stayed back.

"Could they be here?" Esto asked and they all poked their heads into the dining area through the glass doors. All four scanned the area.

"Boom, boom." Steve replied from Flint's shoulder. Confused, Flint turned his head to look at Steve, like he was crazy. But Steve wasn't looking at Flint. He was looking around the dining area and repeated the words again. Finally, Steve turned to look over Flint's shoulder and his mouth opened.

"Uh, oh. Boom, boom." Steve gripped Flint's shoulder harder. Slowly, Flint and the three henchmen turned away from the door and found themselves facing a couple of guns, pointing at their faces.

"Hands up! Follow us." came a gruff voice. Gulping, Flint looked past the gun and saw a couple of people in dark blue trench coats standing there pointing the guns at him and the henchmen. He couldn't see the faces, because the trench coat collars were raised too high. Slowly he raised his hands.

"C'mon." came a woman's voice. Flint and the henchmen followed the people down the hallway. Flint realized that these must be the Codes of The League of DBTC. The only woman in The League was Angelica. Flint knew that. Reg had told him all the Codes. But there were only three Codes here. He wondered if Shelbourne was among them. And where was Sam? They walked down to the last door in the hallway. On the door were the words: Emergency Exit. Then the same words in French.

"Let's hope we're still alive after this." Esto whispered to Flint.

"SHUT UP, ESTO!" one of the Codes snapped.

"Who you telling to shut up? I was once one of you!" Esto growled.

"Well, you ran off!" another Code growled back.

"No I didn't. Shelbourne and Patrick jumped off the helicopter and never returned to it. So we claimed it. Besides, who wants to be in your stupid League anyway." Esto shrugged. One of the Codes grabbed a gun and pressed it to Esto's forehead.

"I don't want a single peep from you. If I hear one more word, I'll kill you on the spot." The Code snapped. It was Angelica. Flint knew that.

They entered through the Emergency Exit door and then there was a set of stairs leading up and ones leading down. The Codes began to order Flint and the henchmen down the stairs.

"Is Shelbourne amongst you here?" Reg asked.

"No. He was piloting a plane and we found out this morning on the news that the plane crashed. We don't know if he lived." One of the Codes replied. They walked further down the stairs. A strange coldness began to creep up the stairs.

At the bottom, there was a door. One of the Codes opened it and there was a dimly light room. Before Flint and the henchmen knew what was happening, they were grabbed and tied up. Soon they were seated on the floor against the wall. Even Steve had been tied up and seated next to Flint.

"Now, we must—" one of the Codes began to speak, but suddenly the door of the room slammed open and two people walked in. The Codes turned around and gasped. One of the Codes screamed. It was Shelbourne and Sam Sparks.

Flint's eyes widened as he watched Sam walk across the room in her new dark blue trench coat. _What the hell is going on?_ He thought to himself.

"SAM!" he called to her.

But she spun around to face him and a cold look flashed through her eyes.

"DON'T TELL ME YOU INJECTED HER? ALBERT, WHAT THE HELL?" Code 4 was now shrieking at Shelbourne. She took a dagger out of her pocket and brought it to Shelbourne's throat.

"Don't make he bring this dagger across your throat and slit it open. Tell me WHY DID YOU INJECT HER?" Code 4 shouted.

"SAM! WHAT'S GOING ON?" Flint called to Sam at the same time.


	17. Chapter 17: A few secrets revealed

**Author's Note: In this chapter, you find out who Code 5 is, what is Flint's invention, what happened to Code 2, (maybe) what is in the duffel bag and (maybe) who Code 6 is! =)**

The room was filled with tension and anger boiling at the top. First of all, Code 4 had her dagger to Shelbourne's throat and Flint was calling to Sam; who was glaring at him. Codes 3 and 5 stood aside watching everything with wide eyes. Shelbourne was now sweating as Code 4 pressed the dagger harder. If she pressed it any harder, she'd slash his throat open.

"Tell me, Albert. Why did you inject her? I told you NOT to do that. We promised to keep her safe until Lockwood arrived. We wanted him to give us the invention and then we'd hand her over!" she hissed under her breath and glared at Shelbourne with hate burning in her eyes.

"Well, if you think about it, we could get the invention and Sparks as a Code." Shelbourne smiled weakly. But she leaned in and pulled out another dagger. This one she pressed to his cheek.

"No. If we keep on injecting people, the government might find out about it. What happens if we inject half of America and then everyone is wondering where the hell did everyone go? Why did you inject her, Albert?" she demanded louder this time.

But Shelbourne didn't answer; he looked over her shoulder and nodded at Code 3. Confused she began to turn around, but froze and collapsed to the ground. Her daggers fell out of her hands to the floor. Code 3 had injected her.

"I don't get it. I injected her when we landed in Paris. She is supposed to be evil by now. She's supposed to be praising you for injecting Sam. But instead she's yelling at you, why you had done it. The injection doesn't seem to be working on her." Code 3 clutched the syringe in his hand.

"She invented the injection liquid and the powder. I think she made it so it doesn't affect her as much as normal people. So you have to give an over dose, and then it'll work." Shelbourne rubbed the spot on his neck where the dagger was.

Code 3 knelt down beside Code 4 and shook her gently. She opened her eyes and glanced around. Her eyes were glazed over as she looked around the room. Shelbourne took a step back from her.

"Anyway! Let's get on with what we were intended to talk about!" Shelbourne clapped his hands. Code 3 dragged Code 4 into a chair and she didn't say anything. She still seemed knocked out. Code 5 was watching Shelbourne now.

Flint gulped when he realized that Shelbourne was going to talk about him and the henchmen. It was probably what would happen to them now. But he didn't want to know. Shelbourne would probably come up something so horrible, that Flint wished he had died when he had fallen out of the sky.

"Flint Lockwood. I know what your invention is. I have seen it," Shelbourne began to speak in a calm voice.

A cold chill ran down Flint's spine. _How did he see my invention? Where was I?_ Then he wondered if Shelbourne actually stole it and was hiding it somewhere in the room. But the only thing was the duffel bag that Shelbourne had brought in when he had walked in. Flint wondered if Shelbourne had brought the invention apart and kept it in the duffel bag.

"How?" was all Flint managed to say.

"I was Alan Shell. I managed one day. Just managed when you weren't looking." Shelbourne crossed his arms over his chest and grinned slyly.

"YOU? YOU WERE ALAN SHELL?" Flint cried out.

"Yes I was. And I know it's a Time Machine. I'm surprised you managed to make one. But it's not finished. I will give you TWO choices to pick from. Firstly, if you fix up that invention and hand it over to me, I just might let you live. Secondly, I'll let you join The League and be with Sam. What do you want Flint? If you don't choose, I'll kill you right now. " Shelbourne sneered.

This was a tough one. Flint didn't like any of the choices. Both bothered him. The first choice wasn't smart because, Shelbourne would get his hands on a Time Machine and go ahead and travel back in time to ruin history. What was the point living through that, if he could end up dead anyway?

The second choice was horrible. If he joined The League, then he'd get injected and then things will just go downhill from there. Shelbourne would probably force him to give the Time Machine in, once Flint was injected.

Either way, Flint might end up dead and Shelbourne would end up getting the Time Machine.

"For choice #1, will you bring Sam back to normal?" Flint challenged Shelbourne.

"Yeah, sure whatever." Shelbourne shrugged. Flint groaned. If it was choice one, both he and Sam would be okay. For choice two, both would be injected, so they'd be okay too.

"Choice #1." Flint raised his chin up. He'd rather get Sam back, and stay alive than to be an evil zombie. No offense, but he realized that after being injected the Codes DID act like zombies. Did everything evil and followed Shelbourne's lead.

There was a long silence. Code 4 had woken up from her trance and had heard the choices and Flint's answer. Code 5 was watching over his high collar. Now he lowered his collar and stared directly at Flint. Code 3 was nodding to himself. Shelbourne smiled evilly.

"I thought so." Shelbourne rubbed his hands together and then Flint gulped.

He took a deep breath and looked around the room. Before he could say anything, Code 3 spoke up quietly.  
"Um, Shelbourne? Where is Code 2?" Code 3 asked quietly. He was afraid of the answer.

"Well, the plane crashed… so he's either dead or still alive somewhere. But I think he's dead, because he wasn't moving, but I think he was still breathing…" Shelbourne bit his lip. A gasp came from Code 3 and Code 5 hung his head. Code 4 was glancing at Shelbourne with teary eyes.

"So he's dead?" Code 3 asked meekly.

"Well… yeah," Shelbourne nodded, "Anyway, I'm off to ChewandSwallow to get the Time Machine."

Everyone watched as Shelbourne let the room and slammed the door behind him. Shelbourne didn't seem to care that Code 2 was dead. But the rest of the Codes cared. Code 3 took his hat off and held it to his chest.

"He was a good Code." Was all Code 3 managed to say.

"He was a good boss." Sam sighed and took off her hat.

"He was brave." Code 4 murmured.

"He would have made a better leader than Shelbourne." Code 5 took his hat off and all the Codes side-glanced at him. He blinked back at them and didn't say anything.

Flint, Steve and the henchmen watched the Codes mourn. It was a sad sight. It was first time the Codes had probably gotten all teary-eyed for another person. But soon, the Codes snapped out of it and then turned to glare at Flint, Steve and the henchmen. What hurt the most to Flint, was feeling Sam's eyes shoot daggers at him. She watched him with so much loathness, that he felt his heart ripping into pieces.

"Now, Flint. Do you know what is in this duffel bag?" Code 3 demanded and kicked the duffel bag so that it was in view.

"Uh, no." Flint shook his head.

"I thought so. Well, let Code 5 explain." Code 3 gestured at Code 5; who stepped up and now Flint saw his full face.

Gasping, Flint couldn't believe who was standing in front of him. It was the least likely person in the world to become a Code. It was Denis Loquesto. Denis had gone to high school with Flint and had actually become Flint's friend. He had been on the football team and had also been good friends with Brent. But after high school, Denis had moved back Rhode Island; were he lived before living in Swallow Falls. Denis was nice to almost everyone.

"Denis! What are you doing here?" Flint cried out.

"Never mind that! Just let him talk!" Code 3 snapped at Flint. Then he motioned for Denis to talk.

"In the duffel bag, is a copy of one of your inventions. Shelbourne has cloned your invention and Code 4 added a few touches to it." Denis grinned maliciously.

Flint couldn't believe what he was hearing. Which invention? Then he realized which one: the FLDSMDFR. It had to be that. The Flying Car couldn't fit in the duffel bag, and Shelbourne never touched it. It might be the Ratbirds… But he didn't think so.

"It's the FLDSMDFR, right?" Flint winced and stared at the duffel bag.

"Yes. You guessed correctly. Except it's now called the TLDSMDFADR." Denis smirked and folded his arms across his chest. Flint blinked. What did the "TL" stand for in the beginning of the name and the extra "AD" at the end?

Slowly, Denis pulled out the TLDSMDFADR out of the duffel bag and held it up proudly. Flint stared at it with wide eyes. It looked exactly like the FLDSMDFR, except instead of orange lines criss-crossing the machine; there were glowing dark blue lines. There were also a few extra buttons on the side. The screen was stretched out a bit more and the machine looked bigger.

"And Code 4 tinkered with it on the inside. Not only does it rain food, but it can set cities on fire, and make earthquakes and floods happen. We wanted to use it if Plan A doesn't work. But I think we'll use it even if Plan A does work." Denis grinned proudly.

"And what exactly is Plan A and what does TLDSMDFADR stand for?" Esto asked and everyone was surprised that he had actually spoken. He glared at Denis and the other Codes.

Code 3 sighed and then came over to where Denis was standing.

"It stands for 'The League's Diatonic Super Mutating Dynamic Food And Disaster Replicator'. But the Plan, we wish not to tell you. You'll find out sooner or later anyway." Code 3 rolled his eyes.

Then he helped Code 4 to her feet and the Codes walked to the door. Code 3 said they'll be back soon. Next, Code 4 pulled out a small cube out of her pocket and threw it to the middle of the room. She pulled a remote out of her pocket and pressed the red button on the remote. Immediately, the little cube opened up and red laser lines zipped out of it and zigzagged around the room. They didn't touch Flint, Steve or the henchmen.

"Adieu!" Code 4 called over her shoulder as the Codes left the room, with a loud door slam. Once they left the red laser lines began to hum.

"This is SO AWESOME! It's like in those spy movies! It's the red laser beams that burn you if you touch them!" Jag grinned from ear to ear. Esto, Reg and Flint stared at him as if he had gone completely insane.

"What are you talking about? That BAD! Now we are trapped here!" Esto snapped at Jag. But Jag wasn't listening.

"And now we are going to try to figure out a way out and then the Codes will chase us, corner us and then—" Jag was grinning.

"Jag! This isn't some James Bond movie or whatever movie you're referring to! That's just Hollywood and a bunch of special effects! We are trapped here!" Reg snapped and Jag frowned.

Suddenly all the laser beams shut off. Reg, Esto and Flint blinked around. Jag was cheering. They all looked at the cube in the middle of the room and saw Steve sitting beside it. Flint glanced at where Steve was just sitting tied up. The ropes were chewed up.

"That wasn't a special effect, Reg. That was real." Jag smirked as Steve ran over to us to chew our ropes. Rolling, their eyes, Reg and Esto let Steve chew their ropes off. Flint was never happier to have Steve along on this trip.


	18. Chapter 18: Sightseeing & Detectors

**Author's Note: I really never want to end this story (because it's my last CWACOM fanfic), but I have to. I'm VERY VERY sorry if these past few chapters have gotten many people confused. I promise that everything will be ironed out by the time the story ends.**

Slowly, Esto creaked the door open and peeked around the corner. Then he stuck his head back in and let out a huge sigh of relief. The coast was clear. Tiptoeing, they all crept out the door and toward the elevators. Flint pushed the elevator button and they all waited. Once the elevator came, they all ran into it and Reg pressed the 1st floor.

"Where do we go now?" Esto asked as the elevator moved down.

"We have to stay in Paris. I want to see what Shelbourne wants with my Time Machine and what he'll do with the TL…uh…DSMDFR… uh, I mean TLDSMDFADR!" Flint replied and groaned. He hated inventions with long names. Why couldn't The League have named it something a bit shorter?

The elevator doors opened and they came out into the hotel lobby.

"Well, okay. But where do we go?" Jag asked and glanced around nervously as if he was expecting some Code to jump out of the potted plants.

"Dunno. Let's walk to the Eiffel Tower first." Esto sighed.

"Oooh, can we do some sightseeing?" Reg grinned and Jag nodded vigorously. Rolling his eyes, Esto glanced at Flint for an answer. Shrugging, Flint nodded.

"It couldn't hurt." He smiled.

"Okay, let's go to The Louvre!" Jag grinned and folded out his map from his backpack. The good thing was that the Codes hadn't taken the backpacks away when they were tied up.

"Nah, I say we go on the boat tour of the Seine River." Reg argued. Jag shot him an evil look.

"Rock, paper, scissors." Jag held his fist out.

Nodding, Reg grinned both counted to three and made their mark. Jag had done rock, but Reg did something that didn't look like any of the three. Jag raised a confused eyebrow at him.

"What the heck is that?" Jag demanded and pointed at it.

"Gun beats everything." Reg grinned evilly and laughed. Jag's eyes widened. But then he smiled evilly.

"Guns can't blow up rocks." Jag snapped and then grinned.

Esto groaned and covered his face with his hand. Steve even rolled his eyes from where he sat on Flint's shoulder. Flint just smiled. He didn't even remember the last time he had played 'rock, paper, scissors'.

"Oh yeah?" Reg challenged him and pulled out a slick black gun out of his pocket.

"Where'd you get THAT? You said you didn't have a gun!" Jag growled.

"Found it!" Reg snapped back.

"ENOUGH!" Esto shouted and pushed the two henchmen away, "We aren't going to those places. Instead let's go to the Arc de Triomphe and the Champs-Elysées!"

Nodding, Reg and Jag agreed on that and they all walked down the sidewalk to get a taxi. Esto was muttering something under his breath and Flint just walked along the henchmen. He couldn't help but thinking about Sam. Her beautiful green eyes for example. Now when he looked into them back in the room, they were cold and full of something like hate or anger.

There wasn't a drop of love in them.

xxx

**1 hour later…**

The yellow rental car raced down the lane and stopped abruptly in front of a traffic light. All around, other cars honked, as the yellow car zipped down the street through a red light. It didn't bother stopping in front of the traffic light. Right now waiting at the red light, would just waste time. There was no time. They had to get to the airport NOW.

"STOP! PARK HERE!" Code 5 shouted as Code 4 swiveled into the airport's parking lane and he had seen an empty spot.

"You are the worst driver. Next time I drive." Code 3 muttered from the backseat.

"Oh, you shut your trap. Like I don't know how you drive. You make ME look like a pro." Code 4 snapped and parked the car into the empty spot. In the process, she bumped the car behind her and an alarm went off.

They all came out of the car and Code 3 pulled the duffel bag and the suitcases out of the backseat. He handed Code 7 the duffel bag.

"If you lose this, I'll wring your neck and you'll wish you were never born." Code 3 gave her the duffel bag and she slung it over her shoulder. Then he handed Code 5 and 4 a suitcase and grabbed one himself. The 4th one had been lost when Sam was falling out of the sky. He didn't even remember what was in it.

They walked around the car and ran to the double doors of the airport. Code 4 threw them open and they all hurried inside the airport. But when they entered, all let out identical gasps. The whole place was filled with security guards EVERYWHERE. Then not far from where they standing stood a pair of gleaming metal detectors. The security guards where checking every single person and every suitcase and bag.

"What happened? They didn't have metal detectors before!" Code 3 asked a woman; who was walking by.

"Well, just recently a plane had crashed here. Passengers who survived the crash, said some terrorist took over the piloting the plane and murdered the pilot. Now everyone's afraid that terrorists might bomb the airport." The woman explained and left.

The Codes didn't say anything. Their injected minds confused them too much. When they wanted to say it was all Shelbourne's fault, the injection liquid bubbling in their brains, would make them think that he had done a great job.

"Okay. Who has guns or any weapons?" Code 3 demanded and turned to the Codes.

"I have my two daggers I picked up from the room." Code 4 replied.

"I have a gun." Code 5 sighed.

"I have nothing." Code 7 shrugged.

"Well, I have a gun and well, a bunch of other little things." Code 3 confessed.

Worried, the Codes watched as one teenage boy went through the metal detector and the machine began to beep like crazy. A couple of guards appeared at the boy's side and told him to empty out his pockets. He pulled out a switchblade. Instantly a police officer appeared and dragged the poor boy away.

"Can't we do what we did last time to get on the plane?" Code 5 asked out loud.

"No there are guards standing next to all the emergency exits." Code 4 shook her head. Sighing, Code 5 took his gun out and threw it into the garbage can.

"What are you doing?" Code 4 cried out.

"We need to get on that plane. So we have to throw out all our weapons. We'll get new ones later." Code 5 explained.

It was the only way. All the Codes emptied their trench coat pockets into the garbage can. Then they stared at the garbage can. Code 4 started saying that she had those daggers for a long time and didn't want to throw them out. The other Codes watched their weapons sadly.

"I have a brilliant idea." Code 7 perked up and the Codes glanced at her. They hardly noticed that she was even in The League. But they all huddled around her and she whispered her plan to them. Finally they all broke away from their huddle and all were grinning.

"It's not the best plan… but it'll do." Code 3 looked a bit skeptical. But Code 4 and 5 patted Code 7 on the back and they all fished their weapons out of the garbage can. Then they emptied them all into Code 3's trench coat pockets. Slowly they approached the metal detectors. The guards turned to them.

"Just walk into the machine and stand in the arch. If it doesn't beep, walk out and let the next person go." The guard replied and turned away to talk to the guard standing near the other metal detector close by.

Gulping, Code 4 stepped through the arch and the machine didn't beep. She nodded and walked over to Code 3; who was standing next to the machine. While the guards weren't looking, he slipped Code 4's weapons into her pockets. Now she could keep her weapons, since they weren't being checked anymore.

Code 5 did the same thing and walked past Code3; who slipped Code 5's gun into Code 5's pocket. Now Code 7 went. After walking through the detector, she marched past Code 3 and he slipped his and her weapons into her pockets. Then he himself went through the metal detector. After, he approached Code 7 and she handed him his weapons back, when the guards were turned away.

"That was amazing!" Code 4 praised Code 7 in a whisper.

"Don't get excited yet. Now they check the luggage. I'm worried about the duffel bag." Code 3 gulped.

The guard turned back around and grabbed one suitcase at a time. Code 4's suitcase beeped as it passed through. The guard narrowed his eyes and grabbed the suitcase and picked it up. He placed it on the inspection table. The Codes crowded around him.

"Don't tell me you have a gun in there?" Code 5 hissed to Code 4.

"I don't think I do." She whispered back and her face went pale. But the guard, just pulled out her hair straightener. She let out a great sigh of relief and the guard put her straightener back. The other suitcases passed through just fine. Now came the duffel bag. Code 3 covered his eyes and the other Codes watched with held breaths.

The bag passed through with a lot of beeps coming from the metal detecting machine. Groaning, the Codes watched as the guard picked up the duffel bag and slammed it onto the inspection table. He unzipped the top and opened the bag up. His eyebrows shot up when he saw the TLDSMDFADR. Then he motioned for the Codes to come over.

"What is this?" he demanded.

"An invention, I invented." Code 4 gulped. It was half the truth. Flint had invented the base part, but she did the rest.

"I don't know what it does, but we can't have on board, m'am." The guard frowned. He looked up at the Codes; who glared back at him. Code 5 reached for his gun, but Code 3 stopped him.

"Listen, we are flying to Tokyo and this is an invention we have to send there." Code 4 argued. Again it was half the truth. They WERE flying to Tokyo, Japan. But they weren't sending it anywhere. Shelbourne just said to meet them there.

While they had been in their hotel room, Code 3 got a call from Shelbourne and he told them to all meet in Tokyo. For what reason he didn't say. All he said was that they had to bring the TLDSMDFADR to Tokyo and he was going to bring the Time Machine. All he really explained was that he wasn't going to ask Flint to finish it.

So they had to pack really quickly and get a rental car from somewhere. They didn't know how they were supposed to return it, but all that mattered was that they had to get to the airport. Now some stupid guard wasn't letting them take the TLDSMDFADR with them on board the plane.

Shelbourne had also said he was going to bring Code 6 to Tokyo.

"I just can't m'am. What if this is a bomb and I don't even know it?" he asked.

"Sir, it's not! You can package it up or whatever, but we need to get the machine to Tokyo!" Code 7 now butted in and was pleading next to Code 4. The guard sighed and glanced at the two Codes looking up at him with wide eyes.

"No. I can't let you." He crossed his arms over his chest. Then he took the duffel bag and put it next to his chair, where he sat guarding the metal detector. He sat down in the chair and ignored the Codes.

"Let's go, guys. This is useless." Code 3 grumbled and dragged Codes 4 and 7 away from the guard. Once they walked a few feet away from the guy, Code 4 ran up behind the guy and snatched the duffel bag, while he talked to the other guard.

Grinning from ear to ear, she ran away with the Codes following. Soon they disappeared into a crowd of people before anyone could see them.


	19. Chapter 19: Injection Liquid & Ratbirds

**Author's Note: You guys won't even believe who Code 6 is… It might be in this chapter, or maybe the next. We'll see…**

On the plane, the Codes all sat in the middle row of four. From left to right it was Code 3, Code 7, Code 4 and Code 5. They were not happy when they heard how long to flight from Paris to Tokyo will take: the shortest 12 hours and the longest almost 15hours. They didn't count for how long they had flown, but night had fallen outside. The stewardess handed out pillows and blankets to everyone.

As the Codes lay down, Code 4 was getting really worried. About two things. One, Sam's injection lasted for 2-3 days. Today was already the first day. After tomorrow, she might return back to normal. Two, it was the TLDSMDFADR. The invention was in the overhead compartment, but the invention absorbed clouds. And they were flying over a lot of clouds.

"But it's turned off… What could possibly go wrong?" she asked herself and closed her eyes. Then she worried about Shelbourne. How will he be let on a plane with the Time Machine? Sighing, she finally fell asleep for good.

xxx

Sightseeing had been tiring, but at the end of the day, the henchmen and Flint walked into a French café. Flint walked into the café and glanced around. He had already had bad experiences with cafés, and didn't want anything to happen this time. But the café didn't have any people in dark blue trench coats and Flint relaxed. They sat around a small round table and then ordered some food.

"Today was a good day. No Codes in our way and no dodging any bullets and missiles. " Esto leaned back in his seat. Flint glanced at him.

"Missiles?" he asked and Reg and Jag listened too.

"Long story. But those Codes have greater weapons, other than guns and daggers." Esto explained and looked around the café. For some reason he looked nervous. Flint couldn't blame him. He felt nervous himself. There was something wrong about this café. Something just didn't seem right.

The waitress came over and placed their food in front of them. Flint narrowed his eyes at his salad. He didn't eat it. Slowly, he glanced at the henchmen and Steve. Steve was rummaging through a box of crackers he found in Flint's backpack and the henchmen were staring nervously at their food.

"Don't eat it." Flint hissed under his breath.

"Huh? Why?" Jag asked as he poked his roasted rosemary chicken with his fork.

"It's poisonous." Flint explained and the henchmen goggled their eyes at him.

Slowly, Esto sniffed his dish and drew back with a disgusted look on his face. When Reg smelled it his eyes widened and he pushed his plate away.

"It's the injection liquid." Reg growled under his breath.

"WHAT?" Esto, Flint and Jag demanded. But Reg sighed and took Flint's plate with the salad. Using a fork, he pushed some of the salad out of the way to show them the bottom of the plate. There was some kind of black salad dressing there. Then he snatched Jag's plate and cut the piece of chicken in half. Black liquid trickled from the chicken.

"That's gross!" Jag looked away from his plate and Reg nodded sadly.

"That means the Codes are here somewhere." Flint surveyed the room. But there were no Codes in sight.

"They must be in the kitchen and probably prepared this food or just poured the liquid into the food after it was cooked. Or for the chicken, they probably poured it into the sauce the chef was making." Reg stood up.

His eyes narrowed and they watched as Reg walked across the room and crept through the double doors of the kitchen. When he disappeared inside, Flint looked back down at his salad. What if he didn't notice the scent and ate the salad? The salad was drenched in dressing, so that was probably an overdose of the liquid. He'd be stuck as an evil mad scientist for life.

Soon the double doors creaked open and Reg came back. He was pale in the face as he slipped back in his seat. In his hand he held a piece of paper. In the other hand, he held a bottle filled with black liquid—the injection liquid.

"What happened in there?" Esto demanded.

"Well, I walked in and just crept around. Then I saw the bottle filled with injection liquid and a note taped to the bottle." Reg stammered and handed the note to Esto. Jag and Flint looked over Esto's shoulder. Reg peeked in too.

_Don't think you can escape me. I was just watching you. Don't think that you'll escape The League. I want to see you try. By the way, we aren't in Paris anymore. We are at 35° 41' 6" N 139° 45' 5" E. Want your girlfriend, Lockwood? Get over there. Want your helicopter, henchmen? Get over there. _

_From the Code who lives; Code 2_

"He survived the plane crash?" Esto cried out.

"I guess if Shelbourne could survive, so can any Code. By the way, what is talking about the whole 'want your helicopter' thing?" Flint asked. The henchmen sighed.

"They took the helicopter." Reg replied angrily and stood up straighter. While, they complained about helicopter being taken, Flint was punching in the coordinates into his cell phone GPS system.

The result surprised him. It was Tokyo, Japan. At first, Flint couldn't understand why they wanted to go there and not London or Rome or even somewhere in Australia. But he instantly understood. Tokyo was the city any inventor or evil villain would want to visit. It was the city of the latest technology and was filled the greatest minds. Maybe Shelbourne didn't want Flint to fix the Time Machine. Maybe he wanted some genius to fix it instead.

Not only that, but the city was also really lit up. Almost like Vegas. Flint now was excited. Tokyo would be an awesome to visit.

"It's Tokyo, Japan." Flint told the henchmen.

"Whoa! How do we get there, if we don't have a helicopter? Plus we don't have passports or anything like that to get on a plane!" Esto exclaimed.

"Now, we do what I planned to do originally to get here. Climb into the luggage compartment." Flint grinned and Steve groaned from where he sat.

"Flint fall again." Steve shook his head and then buried his head back inside the box of crackers. They all laughed and agreed that this was the best choice.

It was either the luggage compartment or nothing.

xxx

It was afternoon in ChewandSwallow. The streets were quiet and peaceful like they had always been. There was no trouble, no crimes. Just the way everyone liked it. No one had noticed a black helicopter land behind the abandoned sardine factory. No one even paid attention to that area of the town.

But what people were worrying about was the sudden disappearance of Flint Lockwood, Brent McHale and Sam Sparks. Usually at this time, the three would be heading down Main Street from the beach. But they hadn't been there for a long time already. Tim was also worried. But he kept on reminding himself that Flint was probably off in New York with Brent and Sam.

Tim promised himself, that if Flint didn't return after two weeks, he'll tell Mayor Devereaux about it. But then what could the Mayor do about it? What if Flint wasn't in New York?

Of course, while the town was as peaceful as can be, there was Shelbourne lurking around. When he landed the helicopter, he walked around then sardine factory.

"Good times." He smiled evilly to himself as he glanced up at the old sardine factory. Then he remembered when he promised himself to stop being evil. But he had snapped. He knew deep down, that he wouldn't last long.

"And now to get Code 6." Shelbourne sneered and buried his hand into his trench coat pocket. The familiar syringe was in there and so was the glass bottle.

Code 6 would be hard to get, but Shelbourne wasn't going to give up. If he got caught (it was possible) then he would never forgive himself. What if the person who was going to be Code 6, knew what he was doing. The problem was that Code 6 was a strong person and wasn't easy to trick. But that was the reason he should join The League of DBTC.

"Imagine if I was still Mayor." Shelbourne walked past the docks and ran to the side of a store building. He pressed himself against the wall and slowly peeked around the corner. For once, Shelbourne was actually happy about his height. Yeah, he was short, but it was good for hiding behind things. But he had grown somewhat over all these months of being part of The League.

"If I was Mayor, I'd be living in that house again and have to sign papers all day." Shelbourne muttered under his breath and crept around the building and ran down the sidewalk. Up ahead was a mailbox. He hid behind it. A few people walked by, but didn't notice him. He made sure no one was looking and ran out from his hiding spot.

But he was noticed. A loud _SQUAWK! _came from above and Shelbourne stopped to glance up. He saw a couple of Ratbirds sitting on the rooftops, watching him with their beady eyes.

"Nice birdies. Good birdies." He told them and tried to walk casually away. The Ratbirds watched him, but didn't move. Sweat dripped down his face. He hoped they didn't start chasing him. He needed to get to City Hall, without catching anyone's attention. This referred to pesky Ratbirds too.

"Squawk?" one if the Ratbirds replied. He seemed to be talking to the other Ratbirds. Shelbourne didn't look back. Biting his lip, he continued to walk innocently. Soon he started whistling. That was too much innocence, so he stopped and hurried along faster.

"Squiggle, squawk." Another Ratbird responded. Shelbourne didn't turn around, but he was getting scared. He wished he spoke the Ratbird's language. They didn't seem to be talking about anything nice.

Nervously, he turned around and the Ratbirds glared at him. They're eyes narrowed to slits. They seemed to remember who Shelbourne was. Suddenly, they let out a cry and flew off the rooftop. Shelbourne screamed and ran as fast as he could. The Ratbirds weren't going to let him escape this time. This time they were going to get him bad.

"HEEELP! SOMEONE HEEEELP, MEEE!" he screamed and raced down the sidewalk. Now was when people turned to stare at him. No one moved. But some people didn't know who he was (yet) and ran after the Ratbirds.

Not far from where Shelbourne was being chased, stood three teenagers. They were grinning from ear to ear and watched the scene.

"That's Shelbourne, alright." One replied and planted her hands on her hips.

"They'll get him." Another replied and he smirked and crossed his arms over his chest.

"I think they got him now. GO RATBIRDS!" the last one replied and she was grinning like she had won a million dollar lottery.

Sure enough, the Ratbirds had picked up Shelbourne by his trench coat and lifted him off the ground. The trench coat ripped and Shelbourne fell to the ground. Half of his trench coat was missing. Then he stumbled to his feet and gripped his trench hat with one hand, while he tried to swat the Ratbirds away with the other hand.

He began to run again, but the Ratbirds caught up to him and now pecked at the trench hat. If Shelbourne lost the hat, the town would see his face and know who he was. The City Hall was ahead. Shelbourne reached for the door, but the Ratbirds pecked at his hands.

"A Code never gives up." Shelbourne groaned under his breath. He pulled out a marinara sauce smoke bomb out of his pocket and smashed it at his feet.

The orange smoke wisped out and the Ratbirds couldn't see Shelbourne anymore. By the time the smoke vanished, Shelbourne was gone inside the City Hall.


	20. Chapter 20: Message from Fran Lockwood

The familiar lobby was there and so were the familiar stairs. Shelbourne glanced back outside and through the glass window, saw the Ratbirds waiting. But he'll deal with them later. Right now he had to get Code 6. Once he got Code 6, he had to run to Flint's lab and take the Time Machine. After that, he had to fly to Tokyo and deal with everything there.

First, he made sure no one saw him. When there was no one around, he sprinted up the stairs. At the top, he saw the wide, long hallway. At the end of the hallway was a big oak door. A golden plaque hung from the door. The words _Mayor E. Devereaux _were inscribed on the plaque. Shelbourne wondered what they did with his plaque.

"Probably burnt it." He sighed. Slowly, he pressed his ear to the door. He heard Earl talking on the phone. Now he had to get inside the room, without Earl seeing him. But Earl was the type of person, who noticed everything.

"Time to use the old 'knock and call out trick'." Shelbourne cackled. He knocked on the door, then called Earl's name. From the inside, he heard Earl approaching the door. Quickly, Shelbourne opened another door in the hallway and hid in that room. It turned out to be the janitor's closet.

"Yes? Hello?" Earl's voice boomed from outside as he had opened the door to his room. Shelbourne heard him walk down the hallway. Smiling evilly, he opened the door to the janitor's closet and peeked out. Earl had probably gone downstairs. Still grinning, Shelbourne tiptoed out of the closet and into the Mayor's office room.

The room looked just like Shelbourne had left it. Except the table was filled with Earl's things. Then Shelbourne saw his dark blue laptop. He clenched his fists at his sides and couldn't believe Earl had been using his laptop. But he didn't take it. Instead he came over to the desk and saw a steaming cup of dark coffee.

"Here we go." Shelbourne replied and took out the injection liquid bottle. He poured in a few drops into the coffee and then stepped back. Earl would drink this and then his evil mind will begin to work. Quickly, he hid the bottle into his pocket.

"Uh, hello?" Shelbourne heard a voice behind him. He turned around and saw Earl standing there. Shelbourne slowly turned around. His trench hat shadowed his eyes, so Earl still didn't know who he was. But when he looked down at his trench coat he groaned. It was shredded. His pockets were still there and parts from the sleeves and shoulders.

"Hello, Earl." Shelbourne said.

"Who are you? What are you doing in my office?" Earl snarled. Then Earl pulled out a gun out of his pocket and pointed it at Shelbourne. Shelbourne wasn't surprised. It was the same gun Earl used as a police officer.

"Sit." Earl then instructed and pointed at the chair in front of the desk. Still pointing the gun at Shelbourne, he sat down at the desk himself. Shelbourne sat across from Earl and glared at Earl through the rim of his hat.

"Don't you recognize me?" Shelbourne snapped and Earl narrowed his eyes.

"Take your hat off." Earl ordered and lowered the gun. Not taking his eyes off Earl, Shelbourne took the trench hat off and Earl didn't say anything. There was a stiff silence.

Shelbourne watched Earl's expression. But Earl just blinked at him calmly. Then Earl sighed and began to rummage through one of his drawers. He pulled out a sheet of paper. Then he handed it to Shelbourne. Nervously, Shelbourne took the paper. There was a blurry picture of a man in a dark blue trench coat. Then there was his name, age, hair and eye color and his criminal record.

"Why are you here Shelbourne?" Earl asked and stirred his coffee.

But Shelbourne didn't answer. He was staring at the section of the paper that marked 'family'. There was his wife, Angelica. When he glanced at her last name, his eyes widened. It said '_Angelica Rita Shelbourne'. _Confused, Shelbourne didn't understand. She didn't change her last name when they got married. But it turned out she did, and never told him.

Then there were his kids. There was Marie, and then Brent as an adopted child. He read lower and saw another name. Next to the name were the words: _Once this child's biological parents have both passed away, Albert Shelbourne is to take the child into custody. _But when Shelbourne glanced at the name, it was marked out with a black sharpie.

"Why is this marked out?" Shelbourne asked Earl, even if he knew he was going off topic.

"The child's parents have chosen someone else to take the child into custody. You got a criminal record and now no one trusts you." Earl replied. Shelbourne watched Earl stir his coffee and waited for him to actually take a sip. But Earl just kept stirring.

"I know what you want, Shelbourne." Earl growled and stirred his coffee faster.

"W-what do you mean?" Shelbourne stammered. He still wanted to know about the child he was supposed to take in custody. But now he wasn't worried about that. Earl seemed to know his plan. How though?

"Read the third point at bottom part of that paper, under the 'crimes' section." Earl was now tapping a pen against the table.

Gulping, Shelbourne read the third point under the 'crimes' section and now knew how Earl knew his plan. It said: '_Albert Shelbourne has poisoned Joe Towne July 2009. Mr. Towne seems to have disappeared after the poisoning.' _

"You can't fool me, Shelbourne. I saw you pour something into my coffee. Now leave this town, before I force you out." Earl told him and poured his coffee into the garbage can. Shelbourne didn't have to be told twice.

He got up and made his way out of the Mayor's office. As he left, many questions bubbled in his mind. Who was this child? How did Earl know all that? Why hadn't Earl thrown him in jail?

xxx

The engine of the plane rumbled as it raced down the runway. Flint, Steve and the henchmen sat on top of suitcases in the luggage compartment. The plane lifted up into the air and they all gripped the suitcases they were sitting on.

"What if there is a turbulence and the plane ends up shaking for an hour? What if we crash? We have no seatbelts!" Jag gripped the suitcase so hard, that his knuckles turned white. Rolling his eyes, Esto looked away.

"Jag has aviatophobia." Esto explained to Flint.

"But isn't that the fear of flight? Then why is he okay in a helicopter?" Flint asked and glanced at Jag, nervously.

"Well, he says he feels safe in our helicopter. Other helicopter and planes, he's too scared to approach." Reg explained from where he sat staring out the window. No one said anything for quite some time. Flint watched Jag; who was now sitting there with his eyes shut tight and taking deep breaths.

Flint thought about all the things he was scared of. None of them were so severe that they were phobias. He was scared of the things people were normally scared of: big spiders, being alone in a dark room. But then he was also afraid of losing his lab coat and his dad. If Tim died, Flint would probably jump off a cliff.

"What happens when we get to Tokyo?" Reg asked from where he sat.

"I dunno. I guess we keep our eyes open for the Codes." Esto sighed and lay back on a pile of suitcases.

"Tokyo is a huge city." Flint pointed out.

"I know. But what I think what we should do is get Flint's invention back from Shelbourne and then make sure the Codes don't trigger the weird food and disaster machine. Then we get Sam and hand the Codes over to the police." Esto replied, from where he lay.

"You're saying like its oh-so simple." Jag snapped from where he sat huddled on the suitcase with his eyes closed.

"Can we change the subject? I know some phrases in Japanese!" Reg grinned and Esto just sighed. He couldn't stand it when people changed the subject.

"Okay, what are they?" Esto asked and Reg smiled.

"'Konnichi wa' and 'Nante ittan-dayo?" Reg beamed.

"Say wha—?" Esto sat up and looked over at Reg.

Flint laughed and even Steve smiled. The only phrase Flint knew was the first one Reg had said. It meant 'hello'. The other one, he didn't know. Never heard of it. He only knew how to say hello and that was it.

"The first one means 'hello' and the second one is 'What did you say?" Reg explained. Esto nodded and smiled. Then he lay back down and closed his eyes. They had a long flight. Flint thought about it and then lay down too and soon drifted off into a deep sleep.

He was dreaming while he slept. Normally, he didn't remember his dreams, but this time it was clear as can be. Maybe it wasn't even a dream. But his mother was there. She wasn't a ghost or anything. And they were walking down some path. His mother was wearing what she normally wore: her beige pants, and white blouse with orange flowers. Her curly brown hair was tied back.

"Flint, I want you to watch your steps." She whispered. He walked along her and wished he could give her a big hug. But something kept him from doing that.

"What do you mean?" he asked her and she side-glanced at him. Then she turned away.

"You must think before doing something, or saying something." She whispered. Her voice was soft, but there was some worry there too. Flint didn't think this was a dream anymore. He felt like this was a message of some sort. Normally he didn't dream of his mother.

"I know that mom." He told her and she smiled.

"I know that you know. But there will come a time, when you'll have to make a quick choice. It will come at the darkest hour. When the cities lights will blink out and all you have is a dagger at your throat. Don't rush, Flint. Use the time, while you have it." She sighed and Flint saw a tear roll down his mother's cheek.

When he touched her arm, she stopped in her tracks and turned to face him. Her face was lined with fresh tears. She reached out and brought Flint into a tight hug. To him, the hug felt real. After a few seconds, she let him go and then looked him straight in the eyes.

"Flint, you must listen to me. Shelbourne will find out the secrets that have been hidden from him. I have tried my best to keep them away, when I was alive. But Shelbourne is one step from finding out the most important one. He will use them like weapons." Fran replied quietly and Flint looked back at her.

"What s-secrets?" Flint stammered and his eyes widened.

"I must go now, Flint. But I promise I'll watch over you. Just be careful." She replied and hugged him one last time, before she began to fade away.

"Mom! What secrets?" he cried and tried to take his mother's hand, but she vanished and he stood there alone on the path. Soon the path vanished and Flint woke up.

He was still in the luggage compartment. Esto was asleep and so was Jag. Steve was looking out the window with Reg. Flint curled up into a tight ball and let his mother's words wash over him. Slowly, he took off his lab coat and draped it over himself like a blanket.

He was Flint Lockwood. And he wasn't going to let a group of people in trench coats stop him.


	21. Chapter 21: Tokyo, Japan

**Author's Note: Everyone lands in Tokyo in this chapter. Well, expect for one person… Speaking of Japan… All those poor people over there with all the earthquakes and other disasters… Anyway a thanks to L.A.M.B. who reminded me about Manny and Sam's parents. And thanks for the ideas =)**

Now Shelbourne was piloting the helicopter through the air with a smile of triumph plastered across his smug face. He had successfully stolen Flint's Time Machine. But he had trouble leaving the City Hall. The moment he opened the double doors, the Ratbirds attacked him. They pushed him down the City Hall stairs and he face-planted the sidewalk at the bottom.

"Squawk!" one of the Ratbirds cried out as if laughing at him. After he got to his feet and raced down Main Street. The Ratbirds flew after him like missiles. Once they caught up to him, they began to peck at his trench hat. At one point, they actually grabbed it and flew away with it. Then they attacked his hair. Some attacked the remains of his trench coat.

"Get away! Shoo!" he wailed and waved his arms at them. But they didn't stop. When he pulled out a smoke bomb out of his pocket, the Ratbirds knocked it out of his hand and he screamed all the way down Main Street. Finally, he stopped in his tracks and pulled out his gun. When he pointed it at the Ratbirds, they stopped in mid-air and their eyes widened.

"Squawk?" one of the Ratbirds asked. The Ratbirds stared at the gun.

"Yeah, you got it. If you come one flatter closer, I'll shoot you." Shelbourne growled. The Ratbirds stared at him. But they weren't done yet. The Ratbird that had been messing with his hair swooped down and dropped the gun out of his hand.

Before he could pick it up, the Ratbird snatched it up and flew away to the direction of the Atlantic Ocean. Still watching, Shelbourne watched as the Ratbird dropped the gun and it landed in the ocean with a _splash!_

"Curse you, Ratbird!" he yelled at it. Then he stomped away, with the Ratbirds squawking away happily.

Now he stood piloting the helicopter. He had gotten away from the Ratbirds alive and managed to steal the invention. But his trench coat was ruined even more, his hat was gone, his hair looked like a bird's nest, he had scratches and cuts on his face from falling down the stairs and his clothes were all dusty.

"Every Code goes through times like these." He muttered under his breath and piloted the helicopter through a cloud.

xxx

"GUYS! WE ARE HERE!" Code 4 cried as she woke up and saw sunlight spilling into the plane. The plane was getting lower and lower and finally the wheels whirred out and hit the run way. Yawning, the other Codes rubbed their eyes.

"Already? That was fast." Code 5 replied groggily and stretched.

"Most of the flight was during the night." Code 3 explained as he woke up and watched as the stewardess walked around to make sure everyone was okay.

Then the seatbelt sign blinked off and the passengers cheered all around. Slowly, people began to get up and collect all their belongings. The Codes instantly glanced at the overhead compartment and Code 3 pulled the duffle bag out. He opened it and looked inside. Then he nodded.

"Everything's fine." He sighed with relief.

"Thank God. I don't want to know what might have happened." Code 4 sighed and they waited their turn to walk off the plane…

Later, as they collected their entire luggage and signed a bunch of forms saying that they didn't bring anything to Tokyo to hurt anybody (big lie) and finally were rolling out the front doors of the airport to catch a taxi outside. But the moment, they were about to exit, a security guard stopped them.

"I must check your suitcases before you leave." He replied.

"Huh? Why? We already signed all the forms and all that!" Code 4 demanded and glared at the guard. The last thing they needed was another guard taking the duffel bag again and not giving it back.

But the guard didn't say anything. He just took the suitcases and the duffel bag and placed them on a steel table. Then he slapped on some rubber gloves and opened up each suitcase. The Codes watched him with bored expressions, as he rummaged through all their belongings. Finally he took the duffel bag and zipped it open.

"Sir, we can explain—" Code 4 began to say, but instead of getting the stern expression from the guard, he was grinning.

"This is so cool! What it is? Is it a new version of a microwave? Or one of those bug robots, I heard about on the news?" he guard held the TLDSMDFADR in his hands and inspected it.

The Codes watched him with wide eyes. They couldn't believe what they were hearing. The security guard wasn't taking it away or yelling at them for bringing weird things into the country. They were speechless.

"Uh, can we have it back? We have to get going." Code 7 glanced at the guard and politely asked him. He nodded and placed it back into the duffel bag. Then he gave them back their bags, while grinning from ear to ear.

"Sayonara!" he called after them.

"Huh?" Code 4 raised an eyebrow at him and turned around with the other Codes.

"It means 'goodbye' in Japanese!" the guard waved and smiling the Codes waved back and left.

They finally went out the airport front doors and gasped when they stepped outside. The street and sidewalk was crowded with people. There were people riding bikes, tourist buses, cars and then the loud rumbling of Tokyo's famous bullet train was heard from somewhere. People were talking in rapid Japanese everywhere. Only a few wisps of English were heard here and there. But the place was incredible.

"I love it here." Code 4 breathed out and the other Codes agreed instantly. They walked to the edge of the sidewalk and began to wave at taxis passing by. Finally one stopped. It was yellow with a red stripe passing through the taxi. All four of them squished in the backseat.

"Koko de, anata wa watashi o unten suru ka?" the driver asked and turned around glance at them. The Codes stared at him. They blinked in confusion and the driver rolled his eyes.

"You, tourists? American?" he asked in poor English. The Codes nodded.

"We need a good hotel to stay in, sir. Can you drive us to one? Thank you." Code 3 replied and the driver smiled.

"Good Hotel? 5-star, no? Of course!" he smiled and slammed his foot on the gas pedal.

The taxi sped down the busy streets of Tokyo. There were tall buildings everywhere. It was like New York City, except the buildings here were much more modern. Some were built at odd angles and others were made of different colored glass. Some were skyscrapers you'd see every day in NYC. But the Codes all pressed their faces against the windows and awed at the sights.

The traffic went by pretty fast and the Codes were surprised that it went by so fast for a city that had so many cars. Then there were the people. There were everywhere! At every corner and alley. They walked in and out of buildings.

Soon they drove down a street that amazed the Codes even more. It was a market. All around people set up food stalls. Most of them were fish. There were hardly any cars here. Just a few taxis slowly zipping by.

"This is even better than Paris." Code 5 grinned and watched the market stalls.

"Both are good. Each city is unique in its own way." Code 3 smiled and rolled down the window. The Codes leaned out of their seats and all stuck their heads out of one window.

Instantly the smell of fish and fresh food smacked them hard and instead of sticking their heads back inside the taxi, they took in deep breaths. Now the market was well behind and rows of restaurants appeared. These were stalls too. The food was being cooked right outside. Now the smell of cooked food was drafting in the wind.

"I'm hungry now." Code 5 smiled and watched as some chef was chopping something rapidly with a butcher knife.

"I gotta buy myself one of those." Code 4's eyes twinkled playfully.

"What?" Code 7 asked.

"A butcher knife," She smiled, "And then become a sushi chef."

"Ha! I wanna see you try! You can't even cut anything without getting scratches on your face or hands!" Code 3 chuckled.

The Codes all laughed and now the street changed. The stalls disappeared and the taxi was now racing down the normal city streets. The tall buildings reappeared and the Codes sat back down in their seats and rolled the window back down. They were all excited what they were going to do in Tokyo. They didn't even know why Shelbourne told them to meet here in the first place. The only guess they had was all the modern technology. But they had a feeling it was something else too.

xxx

Soon the plane that Flint and the henchmen were on, landed and the engine was slowly shutting down. They stretched from sitting on suitcases for so long. Jag almost fainted with relief when he realized they had finally landed on solid ground.

"How do we get off the plane?" Esto asked and got up. They had never thought about it. They got on the plane, but now the problem was getting off.

"We could move to the front of the plane and get off with all the other passengers." Flint suggested and Steve jumped onto his shoulder. Steve was getting hyper. The poor guy had been sitting for so long, that he didn't get a chance to really run around. But once they got off the plane, he was ready to let it all out.

"But they ask for passports and boarding passes went you get off the plane." Reg explained.

"True… Hey! I have a really stupid idea, but I think it's worth it." Esto suddenly smiled and they all turned to look at him. He was smiling widely.

"Tell us." Jag sighed. They didn't have a choice really.

"Well, we could climb into some of the suitcases and then the carriers will get us off the plane and when we end up in the airport, we'll hop out of the suitcases!" Esto suggested and felt proud that he had come up with the idea that no one else would have thought of.

But Reg instantly told him why it was a bad idea, "They carry the suitcases to the conveyer belts, where the passengers get their suitcases. How do you think the owners of the suitcase will feel when they see people jump out of their luggage?"

Esto frowned and hung his head. So much for his stupid idea. But then the luggage compartment door opened up and they heard voices. Gasping, they jumped behind a pile of luggage and watched as some men began to unload the suitcases and bags down a conveyer belt, which would bring them to a truck, that'll drive them to the airport.

"Shit. We're doomed." Esto cursed and watched the men unload the stuff.

"We need a couple of brilliant minds to figure this one out." Jag frowned.

"You idiot! Are you saying we aren't those brilliant minds! We are henchmen, a scientist, and a talking monkey! What more can you ask for?" Reg hissed and Jag didn't say anything.

They watched the men not come for a while.

"Let's get out now!" Flint got up and they followed him. They all glanced outside the door and saw that the men had left somewhere. Quickly, they all slid down the conveyer belt and landed on solid ground.

Now they made a man dash for the airport.


	22. Chapter 22: Everyone's checked in

**Author's Note: Today I was thinking about the ending to this fanfic. I've thought about it before, but now it's final. Let's just say, many of you guys will be VERY surprised/shocked… About this chapter: we're getting warmer to the climax of the story… **

Location: The Mandarin Oriental Hotel of Tokyo (5 stars)

The moment the Codes had entered The Mandarin Oriental Hotel, they were awed. The place was the most amazing hotel they have ever seen. There were lanterns hanging from the ceiling. The room was orange with a path leading to the left and right. To the left, there were a set of stairs and to the right of the entrance was the reception desk. The floor was a polished dark wood floor. Straight ahead were a couple of white couches and a table with a giant flower vase. The whole lobby glowed with warm colors.

They walked to the right through an arch and came over to a giant wooden polished desk. The floor here was white tiled and the ceiling was white too with white lanterns.

"Kon'nichiwa! Welcome to The Mandarin Oriental Hotel! Would you like to check in?" the lady behind the desk smiled warmly at them. The man behind the desk was rapidly clicking away on a computer.

"Yes, thank you. Do you have two rooms available?" Code 3 asked and began to speak with the lady, while Codes 4, 5 and 7 looked around.

"How much will this all cost? I bet millionaires stay at this hotel!" Code 4 asked and crossed her arms over her chest.

"Well, it's one of the best hotels in Tokyo if it's a 5 star." Code 7 pointed out.

"I've been to some 5 star hotels that were—" Code 4 began to say, but Code 3 interrupted them.

He was holding two little orange envelopes. Inside were the key cards. Smiling, he thanked the lady and then led the Codes to the elevators. The moment they left to the elevators, the entrance doors to the hotel opened up and into the hotel stepped in Flint and the henchmen.

They were gasping for air, as if they had run for miles. But when they saw the hotel lobby, their expressions were the same as the Codes. They were totally speechless. Flint was staring with his jaw wide open. He looked like he had just seen cheeseburgers fall from the sky.

The henchmen stood there completely frozen. But when they all realized the lady and man behind the reception desk were staring at them, they apologized and came over.

"Kon'nichiwa! Welcome to The Mandarin Oriental Hotel! Would you like to check in?" the lady smiled brightly.

Nodding, Esto held up his hand and then turned to Flint, Reg, Jag and Steve.

"Let's take two rooms. I don't we can afford anymore than that!" he hissed to them. Agreeing, Flint, Reg and Jag nodded. Steve just kept on glancing around. While Esto spoke with the lady behind the desk, the man was staring at Steve.

Then Steve waved at the man and smiled widely. The man's eyes widened and he nervously waved back. Then Steve said 'hi' and the man almost fell out of his chair. He glanced over at Flint.

"D-did the monkey j-just s-speak?" the man stammered and asked Flint.

"Yes. He wears a Monkey Thought Translator around his neck." Flint explained and the man nodded and pulled out a handkerchief. He nervously dabbed his forehead.

Soon, Esto was handed two little orange envelopes and he led his group to the elevators. The Codes were already upstairs.

The moment Flint and the henchmen stepped into an elevator; the hotel doors slammed open and into the hotel stepped in a very tired and worn out Shelbourne. The lady and man at the desk stared at him. His hair was still a mess, his clothes were ripped and his face was all scratched up.

He glanced around the lobby and smiled to himself. Then he stumbled over to the reception desk and smiled weakly at the man and lady. They just stared at him.

"Kon'nichiwa, sir. Uh, would you like to check in?" the lady asked and kept on looking at Shelbourne's clothes and the condition he was in.

He nodded and took in a deep breath. Now all he had to do was check in and find the Codes later. Right now, all he needed was a hot shower and a new change of clothes. Then he wanted to sleep. That was all he really wanted: sleep. How long had he been on his feet, he didn't know. He didn't care if it was daylight outside.

The lady then began to tell him about all the hotel offers and what comes in with the payment. He handed her a wad of crumpled American dollars and she took them gingerly. Then she counted them up.

"Sir, you gave me too much." She told him.

"Keep the change. I too tired to count out anything." He sighed and wiped his forehead with his trench coat sleeve (or at least what was left of it). Letting out a loud sigh, the lady began to tell the man some things in rapid Japanese and he was clicking away on his computer. Then she handed him an orange envelope.

"Room 25, sir." She told him and watched him stagger like he was drunk to the elevators. Once he disappeared into an elevator, the lady turned to man.

"I'm worried about that guy. We should keep a close eye on him." She told him.

But the before the man could say anything, the hotel front doors opened up _again_.

"What is up with all these people coming in?" the lady grumbled and the man just shrugged and went away typing. The person who had entered the hotel was none other than Patrick Patrickson; Code 2.

xxx

"THIS IS SO AWESOME!" Code 5 cried out when he entered the room he would be sharing with Code 3. Right across the hall, was the room Code 4 and 7 were sharing.

The room was truly amazing. When you walked in there were two beds to the left of the door positioned against the wall facing the wide window that stretched across the wall to the right. The window was stretched across the whole right wall and the wall straight ahead from the doorway. Then there was a giant flat screen TV positioned across from the two beds. Across the room; against the windows ahead was a gain chocolate brown couch.

If you walked down the room and turned around the corner at the right, there was a bathroom. The bathroom was huge with a giant marble bathtub. The sink and even the toilet were white marble. The window was huge here too and draped over with dark green curtains. The floor was white and dark green tiles.

"I wanna live here! Dude, this place is so cool!" Code 5 grinned and ran out of the bathroom and into the Main room to look out the window. It was really sunny outside and the hotel gave a gorgeous view of Tokyo.

"Well, let's unpack." Code 3 sighed and opened the closet. He gasped. Code 5 ran over to see and gasped too. The closet wasn't just shelves. It was a big walk-in closet. There were shelves and racks and a giant refrigerator positioned at the back. A couple of articles of clothing hung from the racks. A small sign was on the wall.

"It says 'Please feel free to take the clothes and keep them if you wish. We put out more for the next people in this room'. Cool!" Code 5 grinned and began to look through the men's side of the closet. Rolling his eyes, Code 3 began to unpack.

"Where do we put the TLDSMDFADR?" Code 3 asked and lifted the invention out of the duffel bag.

"Just stuff it into the fridge." Code 5 opened the fridge and grabbed a can of coke out of it.

"I don't know… Are we allowed to put it in the fridge?" Code 3 replied nervously.

"Yeah. Don't worry nothing will happen to it!" Code 5 waved it off and went into the Main room. Code 3 squeezed the TLDSMDFADR into the fridge and then shut the door. He ended up unpacking his and Code 5's suitcase.

When he came back into the room, Code 5 was sitting at the edge of his bed with his can of coke, watching football on TV. He cheered and jumped up when one of the teams scored a touchdown.

"Seriously, Denis? We've got work to do." Code 3 planted his hands on his hips. Hearing his name, Code 5 turned to Code 3 and opened his mouth to say something. But he didn't get a chance to say anything. There was loud knocking coming from their door.

Running over to the door, Code 3 opened it and saw Code 4 standing there with a look of horror on her face.

"What's wrong?" Code 3 demanded.

"It's Sam! The injection might be wearing off! She fainted and her eyes went all glassy. I don't know what to do." Code 4 cried out and nodding, Code 3 followed her.

Calling after them, Code 5 shut off the TV and followed them outside with his coke. They walked across the hall and into Sam's and Code 4's room. The room was the exact same as Code 3's and 5's. Except the room was light blue and not orange and brown like theirs.

Sam was sitting on the floor with her head leaning against the window. Her eyes didn't blink and she looked dead. Slowly, Code 3 and 5 approached her. Sam's face turned green.

"She's gonna hurl!" Code 3 cried out and grabbed Sam by one shoulder and Code 5 by the other. He balanced his coke in his hand. They half-carried her, half- dragged her to the bathroom and came over to the bathroom.

She threw out black liquid all over the bathtub and then she snapped back to normal.

"Was that supposed to happen?" Code 4 demanded and watched as they set Sam on the floor.

"Yeah. When your injection fully wears off, you usually vomit it all out. It never happened to any of us, because we always injected ourselves before we became normal." Code 3 explained.

Sam was looking so confused that she gripped her head with her weak arm. Code 5 knelt down next to her and let her drink his coke. There was a silence. Sam stopped drinking and then began to ask where she was and things like that.

No one said anything.

"I wonder when Shelbourne will get here. He has the plan. Something to do with the Time Machine; which he still has to fix up, and turning on the TLDSMDFADR. But then there's Lockwood and the henchmen too." Code 4 then sighed and Code 3 nodded.

A loud knock came on their room door. Frowning, the Codes dragged Sam out of the bathroom and laid her on the bed, where she fell asleep instantly. Then they went to open the door. Once they opened the door, there stood Shelbourne in his worn out clothes. The Codes gasped.

"What the hell happened to YOU?" Code 4 cried and gingerly touched a scratch on his face. Then she shuddered and moved her hand away.

"I was attacked by Ratbirds." He groaned.

"Are you serious? Those things?" Code 3 cracked up laughing.

Shelbourne glared at him and he quieted down. Then he cleared his throat and stepped into the room, closing the door behind him.

"I saw some surprises while walking to my room. Flint and the henchmen have checked into two rooms down the hall. Aren't we in luck?" Shelbourne grinned and the Codes gasped.

Then he turned around and left, saying that he needed a shower and some new clothes. The Codes just stood there with speechless expressions.


	23. Chapter 23: The Codes are on the go

**Author's Note: Does anyone know what happened to The Pointless One (reviewer)? Anyway, for all that are wondering how Brent is… let's just say he not doing good, or bad. But I promise he will come in later in the story, maybe not how you expect him to… but he'll be there =) And did anyone ever wonder why I named this fanfic sequel 'All is not forgotten'? (Hint, hint) **

The room that Flint shared with Jag was pretty big. But right now he and the henchmen (and Steve too) were all sitting in Esto's and Reg's room. They were discussing important matter. Well at least Esto was. The rest were all watching him.

"So, can I tell you now, what I saw when we were looking for our rooms?" Esto grinned and Reg rolled his eyes from where he sat on the floor.

"Just tell us already. We haven't got all day." He mumbled and Esto looked disappointed that no one really cared.

"Well… I saw Shelbourne." Esto replied mysteriously and sat up straighter from where he sat on his bed.

From the couch, Flint narrowed his eyes at him and wondered if this was one of Esto's jokes. Steve even flinched at the sound of that name But Jag perked up right away and widened his eyes at Esto.

"And you tell us NOW? Couldn't you have warned us _before_ we entered our rooms?" he cried and looked ready to throttle Esto.

"Yeah, well anyway… he actually looked at me and I saw what room he went in. I bet the Codes are here too. And if Shelbourne is here…" Esto trailed off.

"…so is the Time Machine!" Flint hopped to his feet.

His heart raced. Maybe he could sneak into Shelbourne's room and take it. Whatever happened he couldn't let Shelbourne fix it. Even if it was a deal. Wait. It was part of the deal that Flint got Sam back if Shelbourne got the Time Machine. But where was she now? And wasn't she injected?

_But her injection has to wear off today or tomorrow._ Flint thought. Then he thought about the TLDSMDFADR. What was up with that? What did the TLDSMDFADR have to do with the Time Machine?

"We have to get the Time Machine." Flint jumped to his feet. But Esto motioned for him to sit back down. Slowly, Esto creaked the door to the room slightly open and poked his head out. Then he squeaked in surprise and stuck his head back in.

"I saw the Codes! They all ran into Shelbourne's room!" Esto gasped.

"Is Code 2 with them?" Reg asked.

"Nope. I didn't see him. And there were dragging Sam into the room too. Plus they had the duffel bag. " Esto gulped and looked directly at Flint.

The worst thought that entered Flint's mind that moment, was the fact that Sam could possibly be dead. He hoped not. By then why in the world, would they be _dragging _Sam into Shelbourne's room?

"The thing that I'm worried about is the Time Machine. Think about it, if you had a Time Machine what would you do?" Esto asked and glanced around the room.

The other two henchmen smiled to themselves. Flint thought about it and just couldn't think of anything. _If I can't think of anything I'd do with a Time Machine, then WHY did I build it in the first place?_ He thought to himself. With a Time Machine you could change history, change events and even prevent people from dying. It sounded horrible.

_A Time Machine is something a mad scientist would build. Am I really one?_ Flint thought nervously to himself and bit his lip. He imagined himself doing the 'evil laugh'. But he just imagined himself choking in between the laugh.

"I would have not become Shelbourne's henchmen in the first place." Reg smiled.

"I would go back in time and find out about the Code's pasts." Jag smiled.

But Esto frowned at him.

"Don't you already know? Shelbourne was a Mayor, Patrick was a Weather News anchor, and Joe was a normal citizen of ChewandSwallow. All I know about Angelica was that she was Shelbourne's wife. But she ran away. I heard from Shelbourne that it's because he dropped their daughter when she was little and Angelica left. But she says it's for a whole other reason. Then about Denis I don't know." Esto explained.

"Denis went to the same high school with me and then went on to living back in Rhode Island." Flint replied.

He wondered how a guy as innocent as Denis ended up becoming a Code. How did the Codes even discover him? And what about Angelica? There was something about her past that none of them had known about. What was the REAL reason for leaving Shelbourne and Marie?

"Guys! We have to get a move on! The Codes are leaving! They are taking the duffel bag and Time Machine with them. And Sam I think is in the brown bag." Esto hissed as he had moved back to the door and peeked out.

Gasping, Reg, Jag and Flint all looked over Esto's shoulder and into the hallway through the crack in the door. The Codes were closing the door to Shelbourne's room. They all wore normal clothes. But they weren't normal-normal.

For example, Code 4 wore a ripped up jean jacket over a white tank top that was splattered with green marks. Then she had pink and black striped leggings and black ballet flats. Her wavy brown hair was tied into a tight bun. Her face seemed paler and her eyes wore a lot of eyeliner. She looked ridiculous.

"What are they wearing?" Esto whispered and watched Code 5. Code 5 wore a black t-shirt, with the sleeves ripped off. Then he wore black jeans with one white stripe running down the side. His feet were—bare.

"I don't wanna know. But we have to follow them!" Flint hissed and watched the bag that Code 5 had slung over his back. That was Sam in there. It had to be. The bag was a big brown leather bag and she was kicking the bag, trying to get out. He also noticed Shelbourne carrying the Time Machine. It was huge and still covered in the white cloth. Flint clenched his fists at his sides angrily.

Once the Codes came over to the elevators down the hall, Flint, Steve and the henchmen crept out of their room. The Codes disappeared into an elevator and Flint and the henchmen ran down to catch the next one.

"They went down. Probably down to the lobby." Jag replied and the elevator doors pinged open.

Quickly, they all pushed each other into the elevator and pressed the lobby button. The elevator zoomed downward. The moment the elevator doors opened, they ran out and saw the reception desk. The lady wasn't there anymore. The man just sat there. He saw them and smiled. Then his eyes widened when he saw Steve and went back to his work. They went through the main lobby and then the other direction that led to the stairs.

They peeked around the corner and saw the Codes just entering the elevator. The doors closed and Flint and the henchmen ran around the corner and pushed the only elevator button there: down.

"Why are they going down there? Aren't they supposed to go find some genius to fix the Time Machine?" Jag asked out loud.

"Maybe that so-called genius is somewhere down there." Esto smirked and Reg laughed.

"Whatcha laughing at?" Esto demanded.

"Don't you get? Repeat what you just said." Reg chuckled. Esto did and blinked.

"How's that funny?" Esto's eyebrows furrowed in confusion.

"Down there? Well there's two ways to the joke. One you could be referring to 'down there' as Hell, but then there's the other version." Reg smirked. Esto thought about it, and then slapped his forehead.

"Oh, god, Reg! This is no time for your stupid dirty jokes! We've got an invention to save, stop the Codes from using it and then save Sam." Esto snapped and walked into the elevator that had opened.

Reg cackled and Jag rolled his eyes. Flint didn't say anything and followed Esto into the elevator. Once inside the elevator, they all looked over at the button panel. There were 4 floors. First was the dining hall, second was the Spa and recreational area, third was the parking area and fourth was 'N.T.L'.

"What's N.T.L.?" Flint asked. Esto didn't say anything. He was still recovering from Reg's joke.

Only Jag was paying attention. He pressed the button marked 'N.T.L.' Instantly the elevator glowed a light blue light and a robotic voice rang out through the elevator.

"Welcome. Would you wish to proceed to the Nano Tech Labs?" the voice asked.

Everyone in the elevator widened their eyes. They didn't know what the Nano Tech Labs were. But when Jag answered 'yes', the elevator stopped flashing the light blue light and zipped downward. No one said anything, until they reached the bottom. The elevator doors opened and they walked out into a hallway. The elevator doors closed and they stood alone in the dim-lit hallway.

"This is waaaay creepy. Where are we?" Flint gulped and glanced around. He hoped the Codes didn't jump out of nowhere and freak them out.

"I don't know and I don't like one bit of it. But I see a door." Esto finally spoke and pointed a trembling finger at a steel door. They approached the door and Esto took the handle.

"Uh, oh." Steve whispered from Flint's shoulder and gripped Flint's lab coat harder.

"Don't worry, Steve. It'll be okay." Flint told him and Esto opened the door.

When the door was opened, they ended up in a huge room. The room was maybe the size of a football field (or even bigger). And it was all painted white. Many people in white lab coats walked around. Some were building things, exploding things, and so on. Flint felt like he was in heaven.

"Where are we?" Flint gasped and a wide grin spread on his face. He wanted to stay here all day. But Esto broke his dreams.

"C'mon, I see the Codes." Esto told him.

They walked amongst the other scientists and Flint kept looking around with awe. Where did all these people come from? _If I knew about this place, I would have come here sooner! _Flint smiled to himself. Then he turned his attention to the Codes through a doorway at the end of the room.

When they reached the doorway, they walked right inside. It was dark in the room, except for a single light hanging from the ceiling positioned to the dead center of the room. Flint and the henchmen stood in the shadows, hoping the Codes wouldn't see them. But the Codes didn't look their way. They placed the Time Machine under the light and ripped the cloth off.

"Whoa! Flint you built that?" Reg asked in barely a whisper.

"Yeah. I just needed to do two things and it would have been finished." Flint winced.

The door opened again and in walked in a tall woman in a lab coat. She had sleek black hair with one red highlight in her hair. Then she had the greenest eyes, Flint ever saw.

"Hello, my name is May. You guys wanted me to finish something of yours?" May blinked at the Codes.

"Yes it's a Time Machine." Shelbourne replied proudly, as if he was the one who had made it.

"A Time Machine? Whoa! How'd you get it?" May exclaimed and began to instantly work on it.

"It wasn't easy." Shelbourne smirked and Code 4 glared at him. The Codes watched May work on it. She was doing everything so fast, that no one in the room could keep track of what she was doing exactly. Not even Flint. He wished he was that fast.

She finished in no time at all. Flint shrugged to himself. There was really nothing left. Just a few things to screw in and to add in. But that was it. He could have done it that fast. May wiped her forehead with the sleeve of her lab coat.

"Well, that was easy. I'll be back later." She nodded at the Codes.

The Codes wasted no time either. The moment May left, they all squeezed inside the Time Machine and closed the door behind them. The machine beeped and began to shake. Flint ran over to it and opened the door.

But the Codes weren't there. They had already traveled to the past (or future).

"They're gone." Flint sighed.

"So what now?" Esto asked.

"We go after them." Flint nodded.


	24. Chapter 24: Time Travel is tricky

**Author's Note: For all who are wondering how big the Time Machine is, it is about the size of a miniature phone booth. Then it practically weighs nothing at all. Just think of the weight as a big cardboard box =) And do you guys still remember what happened in 'CWACOM: after the food incident' (original story that this sequel was born from) because you need to remember a few tiny bits. **

Flint and the henchmen opened the door to the Time Machine. Inside it was very tight. Probably fit no more than three people. But they all fit in fine. Steve just sat on Flint's shoulder. Once Esto closed the door, Flint let out a huff and began to look over the controls on the panel board of the Time Machine.

"Let's me see… the Codes have gone to the last day in June of this year in Swallow Falls." Flint replied to himself, but so the henchmen could hear.

"How do you know, they went there?" Esto demanded.

"Well, the Time Machine keeps track of all the times everyone has visited." Flint explained.

Esto nodded to himself, but then Jag spoke up. He asked what happened when people of that time saw Flint (the one from today) and then the one from the past at the same time.

"We can't let that happen." Flint replied. Instantly, he took his lab coat off and then tried to flatten down his hair. But it kept on spiking back up. Esto pulled out a black wool hat out of his pocket and handed it to Flint.

"The hat was part of our henchmen's outfit." Esto explained, as Flint fit it over his head.

Even if his hair was covered, people knew him by just looking at his face. He had to remember not to make eye contact with anyone. But there was nothing else he could really do, so he turned on a switch on the panel board and pressed a button that took you to the time the previous users had gone to.

The Time Machine began to hum and began to shake violently. Then a light blue light filled the inside and then Flint heard a loud _ZAP!_ His whole body felt like it was being ripped into many pieces. There was darkness for a few seconds, until Flint realized it was because his eyes were shut tight.

He opened them and glanced around. He and the henchmen stood in some sort of alley. They stepped out of the alley and a huge grin spread on Flint's face. They stood on the sidewalk of ChewandSwallow. Except it wasn't called that before. Here it was Swallow Falls.

"This is so cool." The henchmen all replied at the same time.

The sky was light blue with puffy white clouds moving along. And raining from the sky were eggs, toast, orange juice and bacon. Flint remembered this day. He tried to think what the Codes wanted with this day.

He glanced around and saw the people of Swallow Falls running around with buckets, and with wide open mouths. Then he saw Sam standing somewhere not too far off. Manny had his camera pointed at her and she was talking about the food weather.

"Hey, it's Sam!" Esto grinned.

"Yeah, except not the Sam we are looking for. I wonder where the Codes have gone." Flint told him and glanced around. But he just couldn't help but looking around. He saw Joe Towne dancing around under the food. He looked so happy, and not the dark Code 3 he knew now. He saw Earl and Cal with the rest of his class.

"Flint! It's you! Let's get a closer look!" Jag pointed and they all looked over at where he was pointing.

There was Flint walking down the street with a happy-going smile. The real Flint and the henchmen walked over casually and looked over at the Flint who was walking down the street. But the Flint's frown disappeared when Mayor Shelbourne appeared by his side.

"He looks…" Esto began. But he just couldn't find the right word.

They watched as Mayor Shelbourne led Flint over to a bench. Then Brent appeared and they watched as Brent flashed giant posters as the Mayor explained to Flint about his idea for the town. The real Flint remembered that.

"So where are the Codes?" Reg asked and glanced around.

"There!" Jag cried out and pointed at a group of weirdly dressed people. They instantly recognized Code 4's pink and black leggings. Code 4 was staring across the street at Flint sitting on the bench and Mayor Shelbourne doing the presentation. But the real Shelbourne grabbed her hand and led her away, muttering something under his breath.

"We have to follow them." Flint hissed.

"Deal. But what about you sitting on the bench over there? Does Shelbourne do something to you like take out his gun or something?" Esto asked nervously.

"No. He just convinces me to keep the FLDSMDFR on everyday for a month for breakfast, lunch and dinner." Flint winced and watched himself on that bench. If only he could go over there and shove Shelbourne off the bench.

But Esto pulled his arm and they turned away and ran after the Codes. But the Codes were talking amongst themselves in whispers. Suddenly they vanished in thin air. Flint had that feeling again, that moment they disappeared. The feeling where he felt like his body was being pulled apart. The sky turned dark and he felt like he was being sucked into a tight tube.

When he opened his eyes, he looked around. They were sitting on top of what seemed to be a giant marshmallow.

"Where are we and what happened?" Reg asked suddenly.

"All I know is that we go wherever the Codes go, because we chose to follow their times," Flint replied. Slowly, he slid off the marshmallow and landed with a _THUD!_ on the ground. The henchmen and Steve landed beside him.

All around the town was littered with giant food. Flint saw himself, Sam, Tim and Steve standing in the middle of a crowd. This was when Flint had survived the meatball fall and now he was talking with Tim.

But the Codes were nowhere.

"What are the Codes up to?" Flint grumbled under his breath and watched as Tim hugged Flint and then shortly after Sam kissed Flint.

"Awww…. Young love." Jag gushed and Flint turned pink with embarrassment. Reg and Esto laughed.

"It's okay, Flint." Esto chuckled and watched as Flint wrapped his arms around Sam and kissed her deeper. By now the real Flint was turning deep red. He turned away and saw the docks. A dozen or more sandwich boats stood parked. Then he saw the Codes walking toward the docks.

"I know what they want!" Flint exclaimed. The henchmen turned away from Flint and Sam and turned to face the real Flint.

"What?" Esto asked.

"The FLDSMDFR! It landed in the water after the meatball explosion. I bet they figured that out and now want to go and find it! Do you what that means?" Flint cried out and his face turned from red to extremely pale. He was taking deep breath, to prevent himself from having a spaz attack.

The henchmen exchanged confused looks, and then looked back at Flint. They didn't seem to get it. Steve climbed onto Esto's shoulder and cocked his head to one side like a puppy. He looked as confused as the henchmen.

"Oh my God, this is terrible! No! They cannot do this! No! No! NO! Do you know what this means?" Flint cried out and began to pace back and forth nervously.

He was making gestures with his arms and hands as he spoke and looked ready to faint. He started muttering things under his breath nervously.

"FLINT! Tell us already!" Reg cried out and Flint stopped nervously in his tracks.

"Right, yeah, okay. If the Codes get the FLDSMDFR, then I will never get that message on my computer telling me that the FLDSMDFR is still out there! I will never find out about all the 'man in the dark blue trench coat' stuff or how evil Shelbourne has been! If I don't find out about the men in the dark blue trench coats, then in the future, I still won't know who the hell the men in the trench coats are or even who the Codes are!" Flint was wailing.

"Hold it! You're saying if they take the FLDSMDFR, then in the future, you won't even know who we are. If we tell you we are the henchmen of—wait! We won't even know who Sam is or even who YOU are! UGH! This is much too confusing!" Esto cried out and clutched his head.

"So to make things simple, we just have to keep the Codes from taking the FLDSMDFR and ruining have of our memories we will have in the future?" Jag raised an eyebrow.

Both Flint and Esto nodded quickly. Then before anyone could say anything else, they all raced down to the docks. The Codes were jumping onto a sandwich boat and were starting to paddle away. Flint ran to a sandwich boat too and waited till the henchmen and Steve. When he saw the Codes paddle around not too far, searching the waters for the FLDSMDFR, he remembered where the FLDSMDFR really was.

Under the dock.

He paddled the boat there and peeked under the dock. But there was nothing there.

"The FLDSMDFR must have fallen somewhere else and later the waves carry it under the dock." Flint muttered loudly to himself.

"So where is it?" Esto asked. He seemed to have heard what Flint had said.

"Somewhere out there. Probably around where the Codes are searching." Flint gulped.

Wasting no time, Flint snatched up the candy cane paddle and paddle over to where the Codes were searching the water. When the Codes saw them approach, they all smiled evilly. Then Flint's boat bumped against theirs and Shelbourne narrowed his eyes at them.

"Where's the FLDSMDFR, Lockwood?" Shelbourne demanded. But Flint didn't say anything. He was looking over Shelbourne's shoulder.

Slowly Shelbourne and the Codes turned around to see what Flint was looking at. Then they saw what. Shelbourne's face turned the deepest red. The Codes watched with expressions that read _"Is that seriously what I think it is?"_

It was uh, Mayor Shelbourne sinking in the ocean. The fat version of him. The real Shelbourne looked ready to throw up. Flint laughed and the henchmen soon joined in. The Codes just stared like they didn't believe what they were seeing.

"Is that really Shelbourne?" Jag poked Flint.

"Yep." Flint nodded.

Now that he thought about it, it all fit. How did Mayor Shelbourne get to shore when he had eaten his boat and was so fat, he could barely swim? Well the Codes had helped him to shore. They were MEANT to Time Travel. When this really had happened and Flint was kissing Sam at shore, he had never known that a furturized version of him was out in the ocean with the Codes, getting the Mayor out of the water.

It was confusing to understand, but Flint now got it.

"Is that you Albert?" Code 4 screeched at the real Shelbourne. Her eyes were so wide; they looked ready to burst out of her skull.

"Sadly, yes." Shelbourne groaned. It was good that the Codes wore disguises because Mayor Shelbourne didn't recognize anybody.

"HELP ME!" Mayor Shelbourne cried out to them. Rolling his eyes, Shelbourne grabbed the candy cane paddle and paddled the boat over to where his fat Mayor self was sinking. He and the Codes heaved Mayor Shelbourne onto the boat.

"Oh, god thank you!" Mayor Shelbourne shook Shelbourne's hand.

But Shelbourne just grumbled something under his breath and began to paddle back to shore. Flint and the henchmen had no choice but to follow. Once at shore, they dumped Mayor Shelbourne out of the boat and then he thanked them and wheeled away in his scooter.

"Oh my God Albert! What the f—" Code 4 began to say, but Shelbourne quickly covered her mouth with his hand. She moved his hand away.

"—**k! YOU WERE REALLY THAT FREAKING FAT? WHAT IS YOUR GOD DAMN PROBLEM?" Code 4 shrieked. She looked really angry, but more shocked.

"Okay, shhh! No more about that! I'm not fat anymore right?" he snapped and waved his hand off at her. She said no more.

Then he turned to Flint and henchmen.

"Where is the FLDSMDFR?" he demanded.

Again, Flint didn't answer. He was staring into space. Something was bugging him. But he couldn't tell what. When he stopped staring, he saw immediately saw the FLDSMDFR bobbing away in the water not too far from their boat. And once Shelbourne followed his gaze and an evil grin spread across his face.


	25. Chapter 25: Battle of the Sandwich Boats

**Author's Note: The darkest hour is yet to come. So everything that Fran has told Flint will come in two (maybe more, we'll see) chapters or so. First the Codes have some stuff to do with the Time Machine… And sorry if this chapter is a bit short =(**

Everyone's gazes turned to the FLDSMDFR. Shelbourne looked ready to pounce on it and Flint looked ready to punch Shelbourne in the face. _No freaking way is he getting his grubby hands on MY invention. Its bad enough he already got one!_ Flint thought angrily and watched when Shelbourne would make the first move. The Codes watched too, ready to defend Shelbourne.

Code 5 had been holding the bag with Sam in it and now he set it down. The moment he did, Sam stopped moving. Then she poked her head out of the bag. Next, she crawled out. Her arms were tied behind her back, but her feet weren't. And she wasn't gagged either.

"You don't understand Lockwood." Shelbourne snarled and looked ready to pounce into the water.

"I'd like to tell you the same thing, _Shelbourne_." Flint sneered and Shelbourne side-glanced at the FLDSMDFR.

Suddenly, Shelbourne dived into the water and Flint followed him. Meanwhile, Sam approached Code 5 from behind and kicked him with all her might in the legs. His legs buckled over and he fell face first into the bread floor of the boat. Esto jumped onto the Codes boat and came over to Code 4. She let a punch fly, but he ducked just in time.

"Ah, you fight good for a woman." He teased and she missed his face by a centimeter.

"Say that again?" she growled and this time hit him squarely in the stomach. He recoiled and held his stomach. But then he ignored the pain and hit her in the shoulder. Instantly she lashed out her dagger and the blade wiped past Esto's cheek.

While they fought, Reg was fighting Code 3 with the help of Jag. Code 3 was as good as the both of them combined.

"You're good!" Jag grinned at Code 3, but frowned when Code 3's dagger hit him in the shoulder. Jag quickly blocked it as he slashed out his own dagger.

"Where'd you get that?" Reg cried and his eyes boggled at the dagger.

"We all have our secret weapons. You had a gun in your pocket." Jag pointed out and then Reg pulled the gun out. He pointed it at Code 3.

At once, the fight stopped between the three of them. Code 3's eyes widened and his dagger froze in mid-air. Then Reg held it closer. Code 3 dropped the dagger. A look of alarm passed through his eyes.

"Y-you aren't really going to kill me?" Code 3 whimpered. Reg froze and his finger moved away from the trigger.

Code 3 was taking deep breaths and staring right at the trigger. Jag was holding his breath. Never in his life had Reg pulled that trigger. The gun was just to scare people off. But now the situation was a frightening one. Poor Reg was sweating and just didn't know what to do. If he killed this Code, for the rest of his life, he'll be guilty. He never wanted to hurt anybody.

"I can't." Reg whispered. Code 3 stopped holding in his breath and picked up his dagger again. Jag snatched the gun from Reg's hand and pointed the gun at Code 3. Then he pulled the trigger. _Click!_

"Wha—?" Jag cried out and tried to pull the trigger again. But nothing happened.

"You idiot! This gun has no bullets!" Code 3 was now cackling loudly.

Both henchmen exchanged confused looks and Jag looked ready to plummet Reg. But Reg didn't waste any time. He may not have the ability to kill anyone, but he knew how to throw good punches. This one hit Code 3 right in the eye.

xxx

When Flint had jumped into the water, darkness had overcome. For a few seconds he couldn't really see anything. But when he got used to the blue glow of the water, he saw Shelbourne paddling not too far off. Anger boiled inside Flint. He swam toward Shelbourne and passed him.

As soon as he broke through the surface of the water, he saw the FLDSMDFR bobbing on the surface. Gasping for air, he tried to stay afloat and swam toward the machine. The moment his fingers touched the machine, he held on tight with both arms.

"AAAAHHHH!" Flint screamed when Shelbourne broke through the surface and snatched the FLDSMDFR away from him. Then Shelbourne pushed Flint out of the way. The push was so hard, it sent Flint underwater.

But Flint wasn't ready to give up. His shoulder was aching again and began to feel stiff again. _NO! Not now!_ He shouted in his mind. His mind was getting fuzzy too. Shelbourne seemed to have… pushed wasn't even the word… punched him in the head. His arms failed.

"Flint, please don't give up!" came a watery voice. Immediately, Flint snapped back and his mind didn't feel so fuzzy anymore. That was Fran! He knew the voice anywhere! His mother was right. He shouldn't give up.

As hard as he could, he paddled to the surface and saw Shelbourne trying to swim to the sandwich boats. Flint saw Esto fighting with Code 4, Sam kicking Code 5, and the other two henchmen trying to fight Code 3. But Shelbourne was now climbing onto the sandwich. Any second now they Codes could go back to the present time and that would be the end of it.

"Sam! Get him! Jag! Someone stop him!" Flint shouted as he desperately tried to swim to the sandwich boat.

Sam heard him first. When Code 5 lashed out his dagger and gun. She moved to the side and spun around, so that his dagger sliced right through the ropes on her wrists. Once her hands were free, she turned back around and kicked Code 5 with all her might.

"That's what you get for trying to mess with us!" she screamed and her kick managed to get Code 5's gun. The gun flew out of his hand and into the water. While he yelled about his gun, she ran toward Shelbourne.

"What are you going to do to me, weather girl?" he growled at her as he turned around to face him. But before she could do anything, he whipped out his gun and pointed it straight at her. She gasped and took a step back.

But Flint wasn't worried. He that the gun or any of their guns would not have any bullets. The reason? It was simple. They had reloaded the guns with bullets in the PRESENT time. Now was the past. This meant in the past, these guns were still in some store or on someone's shelf—bullet-less. Back then Shelbourne was still the Mayor, and The League wasn't created yet.

Unless, this gun had been loaded in the past, which meant that Shelbourne had a likely hood of shooting Sam to death.

"NO!" Flint wailed. Shelbourne didn't seem to hear him. By now, Flint had crawled out of the water and onto Shelbourne's sandwich boat. While Shelbourne pointed the gun at Sam, Flint walked up behind him and took the FLDSMDFR from behind.

"Ah HA!" Flint grinned. Shelbourne spun around and Sam kicked him in the legs, the moment he looked away. Shelbourne almost fell and as he did he lunged at Flint. But Flint threw the FLDSMDFR.

"NO! NOOOO!" Shelbourne screamed.

The machine flew through the air and Flint watched with a smile, as the food machine landed near the dock pole and then a gentle wave swept it under the dock. So that was how Flint had discovered the FLDSMDFR under the dock. He had thrown it there himself!

"You!" Shelbourne screeched.

But he didn't get a chance to say anything. There were loud calls coming from shore. People had seen them. They had to get out of here.

"CODES!" Shelbourne cried out. Suddenly, all the Codes and Shelbourne vanished into thin air. The henchmen, Sam, Flint and even Steve (who was sitting on the boat's mast watching everything) watched in horror.

"How did they do that?" Esto cried.

"Long story. I'll explain later." Flint muttered and watched the people from shore waving at them.

Flint even saw himself and Sam standing at shore squinting at them. At least the sun was beginning to set. The blinding light of the setting sun was shedding so much light that it blinded the people at shore for a few minutes. It was just enough time for them to disappear.

The same painful feeling returned. Once again they were following the Codes. But the pain wasn't so bad this time around. But they weren't going anywhere yet. There was just a strong wind blowing around them.

But there was the happiness bubbling in his stomach. All was good so far: Shelbourne didn't get the FLDSMDFR, Sam was back and no one died. But then there was the bad feeling in his stomach.

"The Codes will not give up. They probably ran off to another time in the past." Sam replied and leaned her head on Flint's shoulder. He wrapped an arm around her.

"And the darkest hour is yet to come." He nodded and then they were separated as they Time Traveled after the Codes. When the sun set, the people at shore saw no one on the sandwich boat stranded in the water. They all convinced themselves it was just their imaginations.


	26. Chapter 26: Swallow Falls, 1987

**Author's Note: For those who were asking about Shelbourne's name… "Shelbourne" is the last name. "Albert" is the first name I made up. But feel free to use the same first name in your stories =) Then to answer the question about the Codes disappearing just like that… they are in control of the Time Machine. They can go wherever in time they want. And if you guys thought that battle was epic, wait till the final one comes… (dramatic music playing in the background)**

This time around, when they landed it was still Swallow Falls. Except… The town looked horrible. And not just horrible, but AWFUL. The sky was overcast and everything had a gray shade to it. The buildings were new, but all hardly had any color to them. There were a few bright advertisements added to the shop windows. But the color from the advertisements had drained out.

"Where are we?" Sam asked and immediately took Flint's hand. He squeezed it and gulped. This was Swallow Falls, but the dead version of it. He couldn't even tell if this was the way future or past. That was until he saw a newspaper stand with a fresh newspapers out.

"Let's find out." Flint replied and led them all to the newspaper stand.

He picked up the newspaper and looked at the date on the top right hand corner. His eyes widened. Then he showed Sam, the henchmen and Steve; who was sitting on Esto's shoulder. The henchmen gasped.

"I was 4 years old!" Esto exclaimed.

"I was 3 years old!" Reg cried.

"I was only 1 YEAR OLD!" Jag took the newspaper from Flint and began to read the headline. Sam glanced at the newspaper date and her face became pale.

"I wasn't even born." She whispered. Sam was born later in May, but still of the same year.

The date they all looked at was April 3nd 1987. It was the day after Flint had been born. He was born on April 2nd. Slowly, Flint turned the page and looked through all the headlines in the newspaper. The newspaper was only three pages. But when he looked back at the date, he did the math in his head.

"What do the Codes want here? I know Shelbourne was 20 years old here and Code 4 was 20 as well." Esto replied.

Then something struck Flint. If Marie was the same age as him, then she was born in this year too. When was Marie's birthday? But then it struck him how young Albert and Angelica had been when she had been born.

Then they looked around for the Codes. They spotted them sitting behind a trash bin. The Codes didn't seem to see them. At least not yet. Flint, Sam and the henchmen all glanced around for some place to hide. So they went into an alley and peeked out from behind a shop building.

"I can't tell what the Codes want here." Flint said and watched some people stroll down the street. But not too much. Until he saw…

He couldn't believe his eyes if it was true or not. But he knew it was. A man was running down the street and a woman staggered behind him. She looked ready to collapse. Flint wanted to desperately go help the woman. But when he saw who it was, he didn't want to. But at the same time, he felt bad for her.

It was Albert Shelbourne and Angelica Oreant in their twenties. Shelbourne was still the same height as he was in the future. He even looked taller. Probably because he was really skinny, which was really weird to see. He was actually muscular, and not the stout Mayor he was used to seeing.

"Oh my God. Is that Shelbourne?" Sam whispered beside Flint.

"Yeah, it's so weird to see them at such a young age." Flint nodded.

Then he realized Angelica was pregnant. And she looked ready to die. She was stumbling after Shelbourne and he was looking pale in the face.

"Albert! We need to ask someone to give us a lift to the hospital! What do you expect me to give birth on the street?" Angelica snarled at her husband. Flint grinned. She still had her temper.

"Who do I ask?" Albert cried and ran around in circles.

"I DON'T CARE! JUST ASK SOMEONE! What about your father?" Angelica cringed and staggered. Albert caught her before she hit the ground. Then he picked her up and began to run.

Everyone's eyes widened. Not only the Codes, or Flint's, Sam's and the henchmen's, but also Steve's and the people watching on the street. Then the Codes jumped out from the trash bin and raced after Albert and Angelica. From behind the alley, Flint led his group. They dashed off after the Codes.

"I never thought Shelbourne was that strong." Reg puffed as they ran.

"We shouldn't be worried about that now! We need to find out what the Codes are after!" Jag hissed back and then took a deep breath as he ran.

They ran all the way to City Hall, where Albert placed Angelica on the City Hall steps. Then Albert began to shout at the top of his lungs at an open window at the top floor of the City Hall. That was the Mayor's office.

"DAD! WE NEED A LIFT TO THE HOSPITAL! MY CAR BROKE DOWN!" Albert shouted loudly.

A man stuck his head out his window and Flint saw the present day Shelbourne. His dad looked exactly like Albert, except for maybe more wrinkle lines and gray streaks in his hair. Then the man groaned and shut the window. Minutes later, he appeared at the City Hall steps wearing a dark blue suit.

"Stop asking me for rides, Albert. You have to learn to get places by yourself." The man snapped in a gruff voice as he marched over to his car and opened the driver's door. Albert flinched at the sharpness in his father's voice.

Then Albert helped Angelica into the backseat. Soon the car rumbled off. But what Flint didn't understand was… there was a hospital? In the present day Swallow Falls, there was no hospital. There was the Medical Clinic. What happened to the hospital?

"CODES! RUN!" Shelbourne ordered the Codes. Soon the Codes and Shelbourne ran off after the car.

"Guys! C'mon!" Flint cried. He motioned for his group to follow. They all raced after the Codes.

So far the Codes, hadn't noticed them, but Flint didn't want them too. They ran down the street and the road under their feet was so worn out it was all cracked. _They had probably made a new road. The road in the present time is smooth._ Flint thought to himself.

The hospital was standing where the present day Medical Clinic stood. It was a brick building. Albert was already carrying Angelica inside. His father stood outside his car smoking a cigar. When the Codes passed him into the hospital, he glanced at them with narrowed eyes.

"I don't the way he's looking at us." Sam hissed to Flint as they passed him.

"Well duh! We're wearing clothes that aren't from the 80's and he's never seen us before!" Flint hissed back and they walked into the hospital through large wooden doors.

The inside of the hospital was so much different than the hospitals of present time. If you imagined a present day hospital, you thought of white-washed walls, polished tile floors and everything is white or silver. But this hospital was different. The floor was carpeted. The walls were light-blue with black and white photographs hanging. No one greeted them or asked what they wanted.

They even ran to the elevators (yes there were elevators back then) and no security guard stopped them. The Codes took one and Flint and his group took the other. The elevator was slow and it took at least 2 minutes to get to the next floor.

"There!" Esto cried out and they saw the Codes creeping down the hallway. The Codes still hadn't seen them. But as they passed rooms, some doors were wide open and they saw people inside. Some lay covered in bloody bandages and others just lay there moaning. One room made Flint stop and look.

"Sam, look." He tugged at her sleeve. She stopped and peeked inside too. There were young Fran and Tim Lockwood. Fran was lying asleep in the hospital bed and Tim sat asleep in the chair.

In Fran's arms was Flint. He was wrapped in a light blue blanket. The top of his head was covered in tiny brown hairs. Then he opened his eyes. They were bright blue. And they were staring straight at Flint and Sam standing in the doorway.

"Awww, Flint, you were adorable." Sam smiled and Flint blushed. The small Flint in Fran's arms kept looking at them. A small tear appeared in the present day Flint's eye and it trickled down his cheek.

He couldn't understand why he was crying, but the scene in front of him was so peaceful and wonderful. His parents were asleep and little Flint was looking at him with interest. Then he did something which he would not have done.

Quiet not to wake his parents, he came over to the bedside and looked down at little Flint. Then he reached out and gently stroked little Flint's head. Little Flint gurgled and tried to smile.

"Please be careful as you grow up." Flint told his little self. Little Flint looked up at Flint and blinked his big blue eyes.

Then Flint left the room. More tears streamed down his face as he left the room. He didn't want to look back. The little guy was going to go through so much in life. But he was that little guy. Time Travel was so confusing. It seemed like that little Flint would still have a whole life. But the future had just entered his room.

"Are you okay?" Sam whispered to him and placed an arm around his shoulders.

"Yeah. I'm fine." Flint sniffed and came over to the henchmen and Steve standing patiently in the hallway.

"Sad?" Steve frowned and looked over at Flint's tear streaked face.

"I'm fine, Steve. Thanks for asking." Flint smiled to himself.

"The Codes are down the hall." Reg pointed down the hall at the Codes all peeking into a room. Well, Shelbourne was looking into the room and the Codes were standing behind him listening.

Slowly, they approached the Codes too. When Shelbourne saw them, his face twisted into anger and he looked ready to yell something at them. But he shut his mouth when he remembered they were in a hospital. Flint came up beside Shelbourne and peeked into the room too. His group stood behind him bickering silently with the Codes.

Inside the room, Angelica was lying on the bed. Albert was beside her gripping her hand. Then the doctor stood over Angelica. Shelbourne and Flint looked away.

"Is it over?" Shelbourne asked in a worried voice. Angelica's screams erupted from the room. Even the present day Angelica stood along with the other Codes, with a pale face. She couldn't believe she screamed so loudly.

It went on like that for at least an hour. The Codes still stood there nervously, but the henchmen and Sam sat on the floor. Jag had fallen asleep, Reg was close too and Esto was talking to Sam.

"It's over." Flint replied out loud. Shelbourne looked back into the room. The henchmen and Sam hopped to their feet and listened behind Flint. Steve climbed onto Flint's shoulder.

"Oh, she's beautiful!" they heard Angelica reply joyfully from the hospital bed. Flint peeked into the room and saw Marie as a newborn crying in her mother's arms. So Marie was born right the next day after Flint.

"What should we name her?" Albert replied in a voice filled with quiver.

"Marie." Angelica replied right away, before Albert could argue.

"After your mother?" Albert asked.

"Yes." Angelica sighed.

"Welcome, Marie Shelbourne." Albert smiled down at his daughter.

"No. Let's keep it Marie Oreant." Angelica shook her head. She gulped and held her daughter close to her. Albert looked hurt.

"But—" he began to say.

"I can't Albert. I'm still an Oreant. I want her to be one too. I don't want her to carry around your father's last name." Angelica whispered.

There was an awkward silence. Then Albert said he was going to get the camera from his father's car. The Codes gasped and so did Flint's group. They moved out of the doorway, as Albert past. But he didn't even pay attention to them. His face was covered in tears and he ran down the hall in tears.

The moment he left, Angelica held Marie closer. Then someone else began to walk down the hall. The Codes and Flint's group parted and the lady walked in. It was Fran Lockwood carrying Flint. She sat down at the edge of Angelica's bed.

"Congratulations, Ang!" Fran smiled and sat cross-legged at the edge of the bed, cradling Flint in her arms.

"Thank you, Fran." Angelica smiled weakly.

"I have something to ask you." Fran replied. Her eyes clouded with worry.

"Ask, away, Franny." Angelica replied. The two women seemed like they had been good friends for a long time. Flint wondered why Angelica left Swallow Falls. That was still the big mystery.

"Well, what if something happens to us and our children are left parentless? I wanted to ask if Albert and you would take Flint into custody if Tim and I ever died." Fran said sadly.

Angelica gulped and then nodded quietly. She looked down at Marie and didn't say anything. But she looked like she was about to say something.

"I will Fran." Angelica nodded and Fran smiled.

Then Shelbourne (present day) grinned evilly. Meanwhile, Flint's face went pale. _WHAT! SHELBOURNE WAS SUPPOSED TO TAKE ME INTO CUSTODY IF MOM AND DAD DIED? No wonder he set the factory on fire! He wanted to kill my mom, and then all he had to do was kill my dad and I was under his protection! _Flint thought to himself. He was speechless.

"Happy now Lockwood?" Shelbourne cackled. But Flint didn't say anything. He was 22, so if Tim died, Shelbourne couldn't do anything. Except that if Tim died, it would be listed everywhere that Albert Shelbourne was his guardian.

"SHELBOURNE!" Code 3 hissed behind them urgently. He and Flint spun around and saw Code 4 sobbing on the floor as she watched herself in the hospital bed. All around her was a puddle of vomited injection liquid.


	27. Chapter 27: Evil fathers

**Author's Note: To answer some questions: Angelica snapped back to normal because she saw herself. Her injected mind couldn't take it anymore. And yes, Albert and Angelica were married. Angelica just refused to change her last name. And please feel free to use Shelbourne's first name "Albert" in your stories =) More info about Angelica and Albert will come up (like why didn't she change her last name)….and great David Attenborough moment =)**

Poor Code 4 was sitting on the floor and tears poured out of her eyes. The puddle of black vomit stained the ground. Then she hurled forward and more gurgled out of her mouth. The Codes all stared with wide eyes.

"Why did it come out?" Shelbourne demanded in a whisper so Fran and the other Angelica couldn't hear.

"She couldn't take it anymore. When injected, your mind takes things that you see and hear and converts them to evil. The birth of Marie couldn't be converted, so Angelica vomited a little too early." Code 3 explained. Everyone glanced over at him.

Then everyone looked down at Code 4. Her clothes were all covered in black muck and so was the floor around her. Tears ran down her face and her black mascara came down too. Suddenly she stopped crying and looked around.

"C'mon. We have to go." Shelbourne replied softly stretched his hand out to Code 4. She hesitated, but then took it and Shelbourne helped her to her feet. When she took one last look at Fran and her past self sitting on the bed talking like old friends, her left eye squeezed out one last tear.

"Codes!" Shelbourne then replied.

Flint and his group watched as the Codes all squeezed their eyes and then they all vanished into thin air. Once they were gone, Jag came over and waved the air; where the Codes just stood. Confused, he stood in the spot and twirled.

"Flint? Can you explain how they do that?" Jag asked and looked around as if the Codes were about to jump out of nowhere.

"Well, they booted up the machine so they have total control over it. All they have to do is close their eyes and imagine the time they want to go to. We just follow them." Flint explained.

"It's still sounds complicated." Jag shook his head.

But once again they felt the familiar pain coming back. The hospital disappeared and they all swirled into darkness. This time they spun for a longer time. When they stopped spinning, Flint opened his eyes and instantly Sam fell on him out of nowhere. Esto landed beside him and Reg and Jag landed somewhere not too far away.

It was still Swallow Falls and the sky was actually brighter—but still cloudy. Flint knew this place well. It was the football field in Swallow Falls High School. Footballs players did laps around the field. The bleachers were filled with a few people.

"Why are we here?" Sam asked and brushed herself up as she got off Flint's back. Slowly, they all got up and glanced around for the Codes.

"More importantly, what year is it?" Esto got up and looked around.

"I think that'll answer your question." Reg told him and pointed to a blue banner hanging over the bleachers.

The banner was blue with white letters. It said 'Class of 1983'. They had gone even more back in time! It was dangerous. Flint knew so. If you went too far back, the Time Machine might not handle it and break. If it broke, they'll have to live in the past! That would be the worst thing that ever happens in Flint's life. Now he knew why Time Machines were dangerous. You could get lost in time.

"Oh dear… So what now?" Jag glanced around.

"Let's go sit at the bottom bleachers, closer to the field. If anything happens, we'll see it." Flint told them and led them to the bottom bleacher.

Once they sat down, they began to watch the football players stop running laps and now did stretches. Flint watched the players closely. Except he couldn't see them with their helmets on.

The football players finished stretching. Flint figured out this was the cool down. They looked like they had already played. At the same time, Flint saw someone pass in front of him. He held his breath. The man stopped at the edge of the field and began to smoke a cigar. It was Albert Shelbourne's father. What was he doing here?

The football players now took off their helmets. Instantly, Flint, Sam, the henchmen and Steve recognized Albert. _He played FOOTBALL?_ Flint thought in shock. Albert had short hair and smaller face, but the same nose, eyes and toothy grin.

"ALBERT!" came a shriek behind them.

"Who is that?" Sam cried out and they all turned around. A girl was running down the bleachers. She had long wavy hair, and wide clear blue eyes. She wore jeans and a baggy red sweater. A bunch of necklaces hung around her neck and at least a dozen bangles were on her thin wrists.

"It's Angelica." Esto sighed and they watched as she jumped off the last step and ran right past Albert's father and into the field. Albert's father took a big puff of his cigar and Flint could tell he wasn't too please about something.

Angelica ran down the field with a huge grin on her face. She ran right into Albert's arms and he twirled her around. Then he set her down, when he saw his father watching. They even saw his face pale. His father motioned for the two of them to come over.

"His father reminds me a lot of present day Albert." Reg said and watched as Albert and Angelica approached him. Angelica held on tight to Albert's hand nervously. Once they stood in front of him, Albert's father cleared his throat.

"Albert, you said you'd stop seeing Angelica." His father snapped in a cold voice Flint knew very well.

The moment his father said that, Albert rolled up his sleeves and glared at his father with pure hatred. His eyes flashed with anger. Angelica gulped and looked down. She didn't dare say anything.

"I can't father. I love her." Albert shot back angrily and squeezed Angelica's hand.

"Do you know who here parents are? Her parents divorced, and she lives with her mother; who can't even pay the bills! Her father is a drunk who is much too violent to keep around!" Albert's father snarled and Albert flinched.

Albert's eyes narrowed and Flint knew what was coming. He had seen the same look on present day Albert's face. Any second now, Albert will start to explode with shouts. Thank god he didn't own a gun back then, or he would have probably shot his father because of anger.

"What are you talking about? Just because her mother is poor and her father is drunk, doesn't mean Angelica is bad! WHAT ABOUT YOU? HUH? YOU WASTE HALF OF YOUR MONEY ON CIGARS AND THE OTHER HALF ON GOD KNOWS WHAT!" Albert shouted.

The air was thick between them. Any second now, Albert's father would probably shout back. But it didn't come for a while. By now, Angelica was clinging on tightly to Albert's arm. She was trembling and looked scared out of her wits. On the other hand, Albert was standing there with his chin high up. He thought that he had the last word. But he was wrong.

Albert's father pulled out the newspaper, which he seemed to be carrying under his arm. He raised it over his head and smacked Albert across the face so hard; Albert stumbled back and slipped on some mud. Before he could fall, Angelica caught him and steadied him. Something snapped inside Albert. His eyes darkened.

"Don't even dare punch me or touch me. Don't even say anything, " Albert's father spun around and pointed a gun at his son. Where he got the gun from, no one knew. Even Albert looked shocked.

"When your Mayor, you'll understand why some people should be watched over closely and why some should be dealt with. You'll understand that life is filled with disappointments. So leave Angelica, before I deal with her parents." Albert's father lowered the gun and slipped it into his pocket.

Then he left. Just like that. Albert looked at Angelica and brought her into a hug.

"I will never leave you." He stroked her hair and she nodded into his shoulder.

Near the bleachers, Sam was first to spot the Codes. She poked Flint and motioned at the Codes. The Codes all sat huddled together. Code 3 and 5 sat together watching the scene below. Code 4 was sitting next to Shelbourne and he had an arm around her. It was something no one saw yet. Shelbourne was actually nice to Code 4.

Suddenly, the Codes vanished as if they were never there.

"Again? How much of this Time Traveling will we go through? I wanna go home!" Jag cried and Reg nodded in agreement.

"What do you mean by home?" Esto asked.

"The government helicopter! And I never want to deal with the Codes ever again!" Jag frowned. Flint nodded sadly.

Right now more than anything, he wanted to go back to present day ChewandSwallow. He wanted to go to the beach with Sam and Brent. Oh, poor Brent. Flint thought of him still in the hospital. Maybe they sent him home? He hoped so. Maybe once they got out of all the Time Travel, he would call Brent and ask if he was okay.

This time when the pain came, it was short and quick. In seconds, they stood on Main Street of Swallow Falls. This time, the town looked a little more modern. It was defiantly the 21st century. But it was also nighttime. The streetlamps had flickered on and not too many people were out and about.

"Now where are we?" Sam sighed and they saw the Codes at once.

"Let's just follow the Codes." Flint sighed. He glanced back at the henchmen and motioned for them to follow. When he had turned around, he saw Steve fast asleep on Esto's shoulder. All this Time Travel had tired the poor monkey out.

They did follow the Codes. The Codes walked down the street and finally came to a large house. It was the house Albert Shelbourne lived in as a Mayor, along with Marie. The Codes ran to the side of the porch and all hid under it. Only Shelbourne stood next to the railing. He pulled out a large brown potato bag out of his pocket. Then he stood with it next to the porch railing.

Flint and his group just stood on the sidewalk, away from the streetlamp. They watched as the porch door opened and a girl walked out. She left out a loud sigh and sat down on the porch steps. It was Marie Oreant. Albert's and Angelica's daughter.

"I know what year we are in. It's the year 2003. I was in 10th grade," Flint whispered to Sam and the henchmen, "And think this is the night she gets beaten up." He added and gulped.

Marie glanced around and suddenly, everything happened so fast, that Flint couldn't even believe it. Shelbourne (present day) snuck up behind her and then threw the bag over her. She screamed and he picked up the bag and slung it over his shoulder.

"NO! They're changing time! Marie is supposed to be killed tonight and then I have to find her in the morning! DO YOU KNOW WHAT THIS MEANS? There won't be any Ratbirds in the present day! Because she gave me the idea for the Ratbirds when I found her on her deathbed! If there are no Ratbirds, then so many things will change! WHAT DO WE DO?" Flint wailed and no one said anything.

The Codes began to disappear into another time along with Marie screaming inside the bag. Flint was so scared it wasn't even funny. Marie was kidnapped, history will change starting now, he found out a bit about Angelica's and Albert's past, and now there WON'T BE ANY RATBIRDS!

Flint watched as the porch door opened and Mayor Shelbourne came out. He glanced around in confusion.

"MARIE? WHERE ARE YOU?" he shouted into the night.

That's it. Time was ruined and things were about to get even worse.


	28. Chapter 28: Love, Death, and Insanity

**Author's Note: I agree with you guys, and I'm sorry for not putting a lot of romance in the story, since the 2****nd**** category is romance, but Sam was absent for the remainder of the story, so there wasn't much, but there will be some, don't worry. Meanwhile I will continue updating like I always do and hope all of you get to updating your stories and maybe starting to write your first fanfics for some =)**

The wind began to slowly swirl around Flint, Sam and his henchmen. They were going to be sucked into time again, and now most of history was changed. Slowly, Fling held his hand out to the henchmen. He wouldn't see them ever again. Each of the henchmen shook his hands without saying anything. It was all in their eyes. Then Flint took Steve and gave him a big hug. Steve didn't seem to understand what was going on, but gave Flint and huge hug back.

Then Flint turned to Sam. He eyes clouded with tears and she wiped them with her sleeve. Slowly, Flint stretched both of his arms out and she came over. He wrapped his arms around her and she leaned her head onto his shoulder.

"If there are no Ratbirds, you're going to die from the fall from the Giant Meatball explosion. Then I won't get to kiss you and—and—" she trailed off and then looked up at Flint's warm blue eyes. Then she leaned in and gave him a deep kiss on the lips. He held her tighter as the Time Traveling wind swirled around them faster.

He didn't want to let go. But the wind ripped them apart and Sam cried out and then Flint didn't hear her screams anymore. It was dark. His limbs had a scorching pain running through them. It was worse than the regular Time Travel pain. This felt like millions and millions of bullets soaring through his skin. His head was getting so dizzy; it felt like it would explode.

_ZAP!_

The air was rushing through Flint and he felt himself falling. He forced to open his eyes and look around. A huge explosion boomed behind him and he felt the air let out a giant shockwave. The Giant Meatball had just exploded behind him. Now he was falling faster and faster.

"I don't wanna die." Flint cried as the air ripped through him and the ground was getting closer and closer. He desperately glanced around for someone or something that could help him.

But he knew what was coming and what would happen. So he closed his eyes and waited for him to hit the ground. It would hurt, but he knew he'd be dead before he'll even feel anything. Then he'll join his mother in heaven, or wherever you went when you died.

"I never even got to kiss Sam! Stupid call from the Mayor interrupted the kiss in the Jell-O dome! I never told her I loved her!" Flint wailed, except his words were cut short.

He hit the ground and didn't even feel the pain. Maybe it hurt for a few seconds, but he was out like a lightbulb. No sound came through his ears, and no thoughts traveled through his mind.

When he had hit the ground, Sam was the first one to cry out. She screamed and people still standing on the sandwich boats hung their heads. Earl, Cal and his wife watched the scene with teary eyes. Earl began to sob and blew his nose loudly into a handkerchief he pulled out of his pocket. Cal hugged his mother's leg and let tears stream down his face.

Sam came over to Flint's crumpled body and knelt down next to it. Tim Lockwood came up behind her and kept on fighting back tears. First Fran and now Flint.

"Flint?" Sam gently placed a hand on his shoulder. Then she placed her hand on his heart and her hand froze there. He was dead. She hung her head and her cries echoed all around the people on the boats and the rest of the empty town.

No one knew how long she cried for. But soon Steve had sat down beside Sam and slowly took Flint's limp hand. Sam then reached out and placed her hand onto Flint's head. She gently ran her hand through his spiked hair. It was really soft.

"I'm sorry for ever being mad at you. You were one of the best people I have ever met in life." She smiled. Her smile fell and she just sat there looking at Flint's face.

Then, even if he was dead, she leaned in and slowly kissed him on the lips. She hoped he was watching from heaven or wherever he was right now…

Not too far from where the people stood on the sandwich boats, another person was close his death. Out in the sea, Mayor Shelbourne was eating away at the mast of his sandwich boat. Then he stopped and glanced around.

"This was not well thought of." He said out loud and glanced around. He could swim to shore, but he was also sinking. Then he took another bit and felt the water reach his waist.

_Well this is just great. I end up dying with everyone hating me. The only good news is that Lockwood probably died. He did right? Well he deserved it. Right?_ Mayor Shelbourne squinted at shore and saw people standing on the boats with hung heads.

"HA!" Mayor Shelbourne cried out and thought about Lockwood dead. Maybe he could somehow get to shore and then he'll be able to live.

Suddenly, the water reached his shoulders and his eyes widened. _Good bye beautiful world!_ He muttered in his mind and the water now reached his chin. He cried out and tried to paddle back up to the surface. But the water held him in and before he knew it, he was underwater, slowly sinking to the bottom.

He couldn't hold his breath any longer. He opened his mouth and the water was filling in his mouth and down to his lung passages. The oxygen was gone and he was now sinking to the bottom.

Mayor Shelbourne was dead. The League of the DBTC wouldn't happen, the Time Machine is gone in Time, and Marie is stuck in the present time along with the remaining Codes. Well most of the Codes. Code 3 (Joe Towne) still lived a happy life in ChewandSwallow, and Code 2 (Patrick Patrickson) was still a weather news TV anchor since he hadn't found out about The League (which didn't exist now). It was just Code 5 (Denis Loquesto) who was really confused and a very, very confused Code 4 (Angelica Oreant); who didn't understand what had just happened.

As for the henchmen… they were living peaceful lives in NYC. Lucio; who had once been a henchman, but was killed by Shelbourne, now lived with the rest of the henchmen.

But Esto, Reg and Jag were very confused. They kept having flashbacks about some Time Machine. They just couldn't understand what it was.

_ZAP!_

"Uh, my head." Angelica rubbed her head and glanced around. She was sitting in some room with a really bright light. _Where am I? What am I wearing? Why is there black vomit on my clothes? _

Then she glanced around and a saw a guy lying on the floor not too far from here. He was probably in his early twenties. When he got up, he rubbed his head too. He had shaggy brown hair and really wide brown eyes.

"Who the hell are you?" Angelica cried and scrambled up to her feet.

"Uh, I want to ask you the same thing." Denis frowned.

"I'm Angelica Oreant." Angelica took another step back.

"I'm Denis Loquesto. Where are we?" he asked and glanced around in confusion.

Then the brown potato bag on the floor next to Angelica moved and Marie poked her head out. She glanced around and then looked over at Denis. Then at Angelica. Her eyes widened and she got up. Both Angelica and Denis stared at her. She just stared back.

"Aren't you Denis? You're in the 10th grade too! Except you look much older." Marie frowned as she looked at Denis. He blinked at her and then slowly nodded.

When she turned to Angelica, her eyes studied her for a long time, until she ran up to Angelica and gave her a huge hug. A grin was on her face.

"MOM! I knew you weren't dead!" Marie grinned and Angelica smiled and hugged her daughter back. When Angelica let go, she looked back around the room. There was something bugging her.

Her mind was so freaking confused it hurt. Wasn't she just sitting drinking coffee? Or wasn't she just asleep in her apartment in London, England? Something was terribly wrong. What was Marie doing here? Didn't she live in Swallow Falls with… She froze and looked around the room.

"Marie, where is your father?" Angelica asked her daughter and Marie looked up at her with wide eyes.

"He is at home sitting in his office, shouting into the phone." Marie told her and furrowed her eyebrows. Poor Marie was as confused as Denis and Angelica. _Wasn't I just sitting on the porch a few seconds ago?_ She asked herself in her mind.

But then what was she doing here? What was her mother doing here? And what about Denis? He looked like he was in his late twenties! They were only in 10th grade! Right? A shiver ran down Marie's spine and she slowly walked over to the door and opened it. There was a huge room that was all painted white. White floors, ceiling, tables and even the people walked around in white lab coats. A huge glowing sign hung on the wall that read: _Nano Tech Labs, since 2004. _

Marie stared at the year '2004'. This lab had been founded in 2004. Then what year was it now? Wasn't it the year 2003? She blinked around and then went back into the small room where Denis and her mother stood. It had to be 2003! She couldn't have gone from sitting on the porch in 2003 to some lab in some year over 2004! Unless she Time Traveled. _But that's impossible! Time Travel is impossible!_ She thought angrily to herself.

"What year is it?" she demanded as she spun around to look at Denis and her mother.

"Uh, 2003?" Angelica replied.

"Exactly! That's what I thought! But it's not!" Marie replied. She led them out of the room and into the Nano Tech Lab room. When she pointed at the sign, a frown crossed Angelica's face.

Still frowning, Angelica came over to one woman and tapped her on the shoulder. The woman turned around and smiled at Angelica.

"Ma'am, what year is it?" Angelica asked the woman. The woman stopped smiling and raised an eyebrow at Angelica. Then the woman looked down at her clothes and back at Angelica's face.

"It's 2009." The woman replied and walked away.

"It cannot be. It just CANNOT BE! HOW IS IT 2009?" Angelica cried and ran one hand through her hair. But her hair was in a tight bun. Angrily, she took the pin out of her hair and her hair fell over her shoulders.

Denis didn't say anything. His eyes were narrowed and his forehead was creased in deep confusion. Marie had the same expression on her face. They all looked so confused. Suddenly, Angelica let out a frustrated sigh and sat down on the floor. She brought her knees to her chest and just stared into space.

"Maybe this is all a nightmare and I'm a patient at some mental hospital." Angelica shook her head and fought back tears of frustration.

"Pinch yourself. Maybe you'll snap out of it and we're just part of your crazy dream. Because I don't want this to be real, either." Marie told her mother quietly.

Nodding Angelica pinched her arm so hard, her skin was turning really, really red. When she let go she cried out in pain and then cried out again, because this wasn't a dream and she could officially freak out.


	29. Chapter 29: Finding hope

**Author's Note: Ah, yes. The death of Flint Lockwood. I was almost crying myself! I REALLY didn't want to make him die, but with the Ratbirds gone—well you get the idea. BUT let us all be hopeful! To answer some questions asked: let's just say Shelbourne is greedy, jealous $$hole. Then about Angelica becoming a Code that will be answered in the final battle. And here I am ready to update. I sat here for like 20 minutes trying to figure out a way to get everything back to normal. Thank GOD Writer's Block didn't take over. So here I am, ready to write another chapter… **

It was awful. Maybe even more than that. Angelica was sitting on the floor rocking back and forth, muttering words under her breath. Denis was still in deep thought. Marie was pacing back and forth trying to understand what was going on. But she was as confused as the rest.

"Maybe…" Denis began to say, but shook his head.

"What? Say it! Anything could be possible just about now!" Angelica raised her head and desperately looked over at Denis. He frowned and then let out a heavy sigh.

"Well, what if something happened to us, like we banged our heads and then ended up in another year. I've read a book called '_A Connecticut Yankee in King Arthur's Court_'. Its how the main character gets knocked hard in the head and ends up in another time period. We read it in school." Denis explained.

Both Angelica and Marie stared at him. Then Angelica muttered something under her breath and glanced around the Nano Tech Lab. Her eyes narrowed and she muttered something under her breath again.

"Good book by the way… But I don't remember being hit in the head. That's kinda saying we Time Traveled… But that's impossible! It's only in movies and books!" Angelica replied and raised an eyebrow at Denis.

Denis nodded and then called over the same woman; who told them what year it was. She walked over and glanced down at all of them; clearly annoyed. Denis asked her if Time Travel was possible. The lady blinked at him and frowned for a second.

"Well…According to Albert Einstein and Quantum Theory it could be possible…" she smiled.

"Yeah, okay we don't even know what theory you are talking about. This is no time for a physics lesson or whatever this has to do with! So yes?" Angelica jumped to her feet and crossed her arms over her chest.

The lady looked annoyed and rolled her eyes. Then she nodded. Angelica's eyes widened and she grinned at Denis and Marie. Both smiled.

"So maybe we could travel back to that day in 2003 and see what happens!" Angelica grinned.

"Whoa! Hold your horses! What you just expect us to just teleport there just like that?" Denis demanded and planted his hand on his hips. Angelica glared back at him and Marie came to stand between them.

"Hey! This is no time for fighting! We must find out what we are doing here and how we could back to the year 2003!" Marie stood between them.

The lady watched them closely and her eyes finally widened. Then she thought for a moment and ran away to the other side of the room. They watched as she came over to the wall, grabbed a ladder and climbed halfway to the ceiling. From there, she unscrewed something off the wall and then ran over back to them. In her hands she held a security camera.

"I think we could find out what really happened, by watching the video tape from this security camera. Something is telling me I saw you before," she pointed at Denis and Angelica, "and I'm not sure when I saw you, if you say you're from a different year…but follow me." The lady replied.

"What's your name, by the way?" Angelica asked as they followed the lady.

"May." The lady smiled.

She led them over to a TV screen and slid the tape through the VCR. The screen flickered and then it showed an empty lab. Suddenly, workers began to come in. Some held coffee cups and others had the newspaper in their hands. May grabbed the remote from the TV and fast-forwarded. The scene was still the same with people walking in and everything.

Suddenly some people walked into the room, not wearing lab coats. May pressed play and they watched the people.

"Hey! There's me! Pause it!" Angelica cried out. Quickly, May paused the video and they all leaned in to look at the screen better.

There was Angelica walking into the room. Her clothes were vomit-free. Behind her walked Denis carrying a big brown bag, then there were two more men. Right now she didn't recognize them. One guy was holding a huge box-shaped object covered in a white cloth. The other was grinning slyly.

_Who are those guys?_ She asked herself. That's when Marie let out a gasp and pointed at the grinning man.

"I know him! He lives in Swallow Falls! His name is Joe Towne!" Marie cried out.

"Then who's this?" Angelica asked and leaned in. She pointed at the guy carrying the heavy object. Denis looked too.

"That my dad!" Marie yelped and her eyes widened.

"ALBERT? I DON'T REMEMBER SEEING HIM AFTER I LEFT HIM!" Angelica exclaimed and leaned to get a closer look at her ex-husband.

Well actually he still was her husband, since she didn't file a divorce. But she couldn't. There was something deep down inside her which told her not to. But she was actually seeing him right there! And she was there too! And so was Joe! And Denis! _What in the world is going on?_ She asked herself and then grabbed the remote and pressed the play button.

They watched as the small group walked into the dark room. Soon May walked into the same room too. Immediately after, a new group walked into the lab. Marie cried out in surprise and snatched the remote and hit the pause button. Then she stared at the screen.

"It's Flint Lockwood." She grinned and then she blushed a deep red.

"And three guys, who we don't even know. And a monkey." Denis furrowed his eyebrows and glanced at Flint too.

This time he took the remote from Marie and pressed play. They watched as Flint and his group walk after the previous group and they all entered the room. The room suddenly glowed a light blue light. After a few minutes, it glowed even brighter. Then the screen went black. A weird screech escaped the tape and then the picture of the room came back on. It showed people once again enter the room with coffee and newspaper and then the room glowed light blue and minutes later, Angelica, Denis and Marie came out.

May stopped the tape and pulled it out of the VCR. She sighed and glanced at them slowly, waiting to see if they understood what just happened.

"Okay, did you see what just happened?" May asked.

"Uh, yeah. I now seriously think I have gone insane. Or am suffering from Amnesia or something." Angelica frowned. May shook her head and laughed lightly.

"Oh no, all of you are perfectly fine. If you paid close attention to the video, you'll see that when you and your group enter the lab and then Flint and his group it is about noon. Right? Then after the screen goes blank and we see you three come out of the room, it is also noon. And the date is the same in both parts of the video. When you entered the room with that whole group and Flint, it was the same date and time, as when you came out of that same room." May explained with a smile.

A look of utter confusion crossed all three of their faces. Then Denis spoke up with uncertainty ringing in his voice.

"So, you are saying we Time Traveled?" he gulped.

"Precisely. Something happened to those other people. They must have been lost in time or something and you all have survived. OR something must have been changed in history and caused this mix up." May sighed and bit her lip. She was looking nervous.

There was a still silence. No one really knew what to say. May was thinking about the safest way to get Angelica, Denis and Marie back to 2003. Somewhere in Angelica's mind, she was thinking about who had built the Time Machine that messed this all up. _Maybe that was what under the white cloth!_ She thought.

Denis and Marie were thinking the same thing as Angelica. The only thing that Marie was thinking that the others weren't was if Flint was responsible for the Time Machine. She knew how all his inventions were unique and awesome. So did he have the guts to build a Time Machine? She hoped not. The last thing she wanted was to see him in jail. Plus she saw her father in the scene with Flint.

_If my father hurts Flint in any way, I will seriously get over there and push him into the ocean and then shoot the water to make sure he sinks. He survives? I will use those cherry bombs I have kept in my room. _Marie thought angrily to herself.

"So where is that Time Machine now?" Marie asked and glanced over at May.

"Well, it's supposed to be here somewhere, because the Time Machine has brought you here. If it's not here, then it's still stuck in the year 2003." May told her.

Instantly, Marie ran off to the room where they had ended up and looked in there. Then she ran back to them and shook her head sadly. The Time Machine wasn't in the room. It was still stuck in 2003. They were out of luck.

"What now? Are we stuck in this time period FOREVER? Do you know how old I am here? 42! Back in 2003, I was 36 years old!" Angelica cried and looked ready to pull her hair out. Everyone looked over at her. Angelica didn't look that old. She still looked like she was in her early thirties.

"That means, I'm supposed to be 22, just like Denis! How come I'm still a 10th grader?" Marie's eyes widened.

Everyone was now so confused it was insane. They didn't know how to get to the year 2003, Marie hadn't aged like everyone else, and they were still confused about everything that happened in the scene where Angelica, Denis, Joe, Albert, Flint and the two guys were. Marie wondered why she wasn't there. Her parents were there.

"I don't know. But we have to get a Time Machine and make sure you get back to your proper time period." May said and then grabbed a notepad and pen off the nearest table. She began to write something.

"How do we do that?" Denis asked.

"I can build one. Here in the Nano Tech Labs, anything is possible." May smiled warmly.

All three gasped happily and May motioned them to follow her. They couldn't believe it. Very soon they'll be wherever they were in 2003 and everything will return back to normal. They followed May and she began to talk out loud about the way they were going to build it. None of them understood a single word she had said.

"You know what? How about you guys wait out here. When I'm finished I'll call you." May told them and disappeared into a room and shut the door behind herself.

Nodding, they all found the three nearest chairs and sat down into them. All of the sat in silence. No one knew when May will be done. It might take hours.

So will they waited, Angelica began to tell them about her life in London, England. Then Marie had the guts to ask her mother, why she left her and Albert. But Angelica's eyes glowed with venom as she glared at her daughter.

"Don't ever ask me that question, because I will never answer that." She looked away. Marie tried to peek at her mother's face, when she turned away. There were a single tear trickling out of Angelica's right eye.

"It's okay, mom. I understand." Marie told her mother and leaned on Angelica's shoulder. Then Angelica sighed and turned around. She put a comforting arm around Marie and pulled her daughter close.

"Marie, just know that I will always love you. No matter what." Angelica replied softly and Marie nodded slowly.

"I love you too, mom." Marie nodded and gulped. She wished she could stay by her mother's side forever, instead of go and live back in that rotten house of her father's. But her life was already put out in front of her.

Whatever happened, she was ready. Even if it meant losing the people she loved most. If it weren't for this whole Time Travel thing, she would never have hugged her mother again. Now that she thought of her mother, she thought of her father.

"And I love dad too." Marie replied quietly.

"Me too, Marie. Me too." Angelica sighed.


	30. Chapter 30: All is not forgotten

**Author's Note: I miss Flint too, but I (and you) already know that he'll come back. What's an epic battle without Flint there? And really I don't know how many chapters this will go on for, but not too many =( And the final battle will be the next chapter… **

"TA-DA!" May cried out as she showed them her invention in the room. She had finished and it had taken her an hour.

The Time Machine she had built was the exact same shape as a telephone booth. It looked like one of those red ones you'd see in London, England. It even had windows and… an actually telephone hanging from the inside. At the top there were words on the machine. It said _All is not forgotten. _May stood there proudly beaming, while Angelica, Denis and Marie inspected the Time Machine.

"Why does it say 'All is not forgotten' at the top of the Time Machine?" Marie asked and pointed up at the letters.

"Isn't it obvious?" May frowned and glanced up at the words.

"Uh…" Marie stared at the words.

"Well when you Time Travel, you find out or remember things that happened in the past or future. You don't usually forget things. If you ask yourself why you are entering the Time Machine, you'd answer because there is something you want to find out BECAUSE you forgot. The Machine takes to back to help remember or find out more about certain events? Got it?" May explained.

Nodding, Marie looked over at the Time Machine, then back at Angelica and Denis. They were all ready to go. Slowly, May opened the door to the machine and they stepped in. She explained that you had to take the phone of the hook and say into it, what date you wish to go to. Then you were off.

"Remember to say the DAY, MONTH AND YEAR! Or otherwise, you'll end up in somewhere thousands of years ago. Good luck!" May smiled.

She closed the door and stood back. Angelica grabbed the phone of the hook on the wall and pressed it to her ear. _Hello, please state the date._ A voice told her. She said the date they needed to go to and then hung the phone back on the hook.

"Here we go." Angelica told Marie and Denis. They looked around the machine for something to hold on to. There was nothing. Instantly the Time Machine began to spin. They all glanced out the window and saw darkness. The Time Machine veered sharply to the left and they all slammed into the left wall and fell over.

Then it was falling. It fell so fast that none of them could keep to the ground. Slowly their feet lifted off the floor and they floated a few centimeters off the floor. Darkness outside the window changed into blinding light. The Time Machine screeched to a stop, and they all fell on top of one another on the floor. Then it zipped off to the right and they all slammed into the right wall.

"DENIS! YOUR FOOT'S IN MY FACE!" Angelica cried out and tried to shove his foot away, but the Time Machine tumbled upside-down and hit something hard.

"MOM! YOU JUST POKED ME IN THE FACE!" Marie yelled at her mother.

Then the Time Machine stopped turning and was falling down again. They all screamed. Denis was clutching Angelica's left arm and Marie was holding on to Angelica's right. All were screaming at the top of their lungs, as the Time Machine fell.

Suddenly, the Time Machine stopped falling and now hit something with a _THUD!_ They all looked out the window and Marie cried out in delight. The Machine had stopped on the sidewalk in front of Marie's house. It was night outside.

"This was when I was sitting on the porch," Marie then sighed. Then she turned to look over at Denis and Angelica.

"Bye, Denis." She gave him a hug and he hugged her back. When she let go, she came over to Angelica and gave her a really big hug.

"Bye, mom. I'll miss you." Marie replied. Angelica was too choked up to say anything. She just hugged her daughter back and they watched Marie go and sit down on the porch. The moment she sat down, something happened.

A silver fog appeared and settled down. It was so thick, that it was impossible to even see your own hand. When the fog went away, things didn't seem any different. But that had been the Memory and Time Fog. It wiped out Marie's, Denis's and Angelica's minds about everything that just happened in the Nano Tech Lab with May.

Even May's Time Machine disappeared and was replaced by Flint's Time Machine. Suddenly, Angelica and Denis snapped back to their previous selves. They came back to the time when Shelbourne was going to steal Marie. Now they remembered everything about The League of the DBTC, who they were, what they were doing and where were.

But traces of what just happened was still somewhere in the back of their minds.

"CODE 5! So happy you're alive! Where are the rest?" Code 4 grinned and gave him a huge hug. When she let go, Code 5 was turning deep red with embarrassment.

"I think that'll answer your question." Code 5 smiled and pointed as a silver fog shimmered and a few people walked out. First there was Shelbourne, then Code 3 and then…

Sam Sparks walked out, along with the three henchmen and Steve sitting on Sam's shoulder. Then after them, walked out… Flint Lockwood. He looked slightly confused, but then his mind snapped back to normal and he realized where he was. A huge grin spread across his face when he saw Sam.

"FLINT!" Sam cried out, when she saw he was okay. She still couldn't get the whole incident about Flint dying and there being no Ratbirds out of her head. She ran into his arms and kissed him on the lips.

"Oi! Lovebirds! Save your kissing for later!" Shelbourne growled when he saw them. Sam and Flint broke away and then glanced at Shelbourne with confused faces.

"And now to steal Marie and bring her to the future." Shelbourne pulled out a brown bag out of his pocket, just like he had done before.

"NO!" Code 4 cried out.

Her mind was telling her that this was a bad idea. At the same time, her mind was now slowly clearing out all thoughts about what happened in the Nano Tech Lab. The moment the thoughts were cleared, she couldn't understand why her mind was telling her that this was a bad idea.

"Huh? Why?" Shelbourne asked and turned to glance at her.

"We have to get back to Tokyo." Code 4 replied urgently.

"HOLD IT! You're not injected! That's why you don't want me to get Marie! Besides, Marie would make a good Code." Shelbourne snapped and turned to glare at Angelica. But she shook her head and then pointed at Flint's Time Machine standing on the sidewalk.

"My Time Machine!" Flint suddenly shouted. Shelbourne glared at him and suddenly the porch door slammed open.

Mayor Shelbourne walked out and said something. Marie turned around and glanced at her father. When Mayor Shelbourne sat down next to his daughter, the present day Shelbourne winced and then covered his eyes with his hands. He knew what was coming. Code 4 came over and pushed his hands away from his face and then grabbed his hand. She led him to the Time Machine.

"CODES! Let's go!" she called out loud enough, so the rest of the Codes heard and not Mayor Shelbourne and Marie on the porch. Quickly, Code 3 and 5 ran to the Time Machine. They shut the door behind them.

Gasping, Flint ran toward the Time Machine. He grabbed the door handle and called for Sam, the henchmen and Steve to hold on. Sam came over and wrapped her arms worriedly around Flint's waist.

That's when the Time Machine began to hum. It lifted off a little from the ground. Reg ran over and grabbed Sam's foot. Jag grabbed Reg's foot and Esto held on to Jag's foot. Steve gripped Sam's shoulder tightly. A wind swirled around the Time Machine and all around they all saw darkness.

There was that pain that returned to them. But as Flint held on to the Time Machine, the pain reached his fingertips and his hands began to get all sweaty. If he let go, they'll be thrown into some day between 2003 and 2009.

"Flint! Don't you dare let go!" Sam shouted over the roaring wind. She gripped his waist tighter as the Time Machine floated through time.

"I'll try!" he shouted back.

But his hands were becoming slippery. Suddenly, one hand slipped and his gripped the handle with only one hand. Sam screamed and Flint heard the henchmen yell something at him. He desperately tried to grip the handle again with his other arm (the one that he let go with), but couldn't because the wind was pushing it away. His other arm that was holding on to the handle was gripping tight, but was getting tired of holding on. The weight of everyone holding on to him was making it hard to hold on.

"Flint! I think your slipping!" he heard one of the henchmen cry out. Flint glanced at his hand that was holding the handle. It was getting sweaty too. But he held on.

All of a sudden, the Time Machine door opened and Flint felt his hand slipping. Shelbourne peeked out and grinned evilly down at them.

"Holding on for your dear life, Lockwood? Soon, you won't even have a life to hold on to!" Shelbourne cackled.

"Sam! Climb over me and grab the handle!" Flint turned around and glanced at Sam gripping his waist. She became pale in the face, but nodded. Then she slowly moved her hands to Flint's shoulders and then reached out to grab the handle. When she let go of Flint's shoulders and gripped the handle, her face was still full of worry.

Beside her hands, Flint still gripped the handle with one hand.

"You shut up, Shelbourne! You've got no one to support you! All your Codes are fake! You inject them to follow you!" Flint shouted at Shelbourne.

"Ha! But they still follow me! I've just injected Code 4 again. She'll snap out of it in a few hours." Shelbourne shouted back.

"If you keep on injecting them, they'll become brain dead very soon! And what about Code 4? She's your WIFE! If you really love her, you wouldn't be hurting her in any way!" Flint cried. He really didn't know what he was getting at, but Shelbourne needed to understand some things.

Immediately, Shelbourne's face froze and he stared into space as if remembering something. Flint's hand was slipping more and more. He knew that he could plunge to his death any second. If he grabbed on to Sam when he fell, he'd bring her down and the henchmen. Not to mention Steve.

But Shelbourne didn't stay in a trance for long. He looked back down at Flint and frowned. Then he pulled out his gun out of his pocket and pointed it at Flint. His finger moved to the trigger. A look of fear crossed Flint's face.

Then he had a really worthless idea, but at least it'll get Shelbourne thinking.

"But I am your 'metaphorical son'!" Flint shouted.

"Bah! You still remember that?" Shelbourne winced.

"What about you being my guardian?" Flint pushed his words harder.

"But that's when your dad dies?" Shelbourne blinked.

While Shelbourne pondered on the thought, Flint swung himself over the handle and inside the Time Machine. At the same time, the Time Machine landed and everyone inside the Time Machine fell out. Everyone who had been holding on from the outside, were covered in dust and scratches, from how they scraped across the floor when they landed.

"What now?" Esto asked from where he lay on the ground.

"RUN!" Flint scrambled to his feet. Sam, and the henchmen got up and ran out the door of the room they landed in. Steve jumped onto Flint's shoulder and held on tight.

When they ran out the door, they found themselves in the Nano Tech Lab main room. Without saying anything, they ran toward the exit. The Codes stumbled out of the Time Machine and Shelbourne followed with a confused face.

"AFTER THEM!" he finally shouted, once he came to his senses.


	31. Chapter 31: The Final Showdown Part 1

**Author's Note: Well here we are. The final showdown part 1. I've been waiting to write this for so long! There will be many surprises here and as well as a couple of deaths… But don't worry, all will be good! Uh… sort of. And Flint James Lockwood sounds cool =)**

It was one hour before midnight. Yes, it had been around 3:00pm when Flint and his group ran out of the Nano Tech Lab and the Codes followed. But what had happened was that after Flint and his group ran out, the Codes had no clue where they had gone. So Shelbourne said he was going to back to his hotel room for a nap. The Codes were annoyed that he didn't want to go find Flint and his group, but they were tired too. So they all crashed in their rooms.

Around 10:30pm, Shelbourne was woken up by loud knocking on his door. He grumbled and went to open the door. Code 4 stood there rubbing her eyes sleepily.

"You gotta come to Code 3's and 5's room. They caught someone." Code 4 yawned and Shelbourne nodded and followed her.

When they entered Code 3's and 5's room, the first thing Shelbourne saw was Code 2 (Patrick) tied up with rope and sitting in a chair. His eyes widened and he came over. Code 2 glanced up at Shelbourne with wide eyes. He couldn't say anything because his mouth was gagged.

"Where'd you find him?" Shelbourne demanded and glanced over at Code 3 and 5.

"It turned out he checked into a room down the hall. We saw him leaving his room, so we caught him and tied him up." Code 5 explained.

Nodding, Shelbourne ripped off Code 2's gag and Code 2 coughed. Then he glared at Shelbourne with pure hate.

"You left me to die after that plane crash." Code 2 snarled and tried to wriggle out of his ropes.

Shelbourne didn't say anything. He just glared back at Code 2. Then Shelbourne noticed that Code 2 was gripping a plastic bag tightly in his hand as he sat tied up. Slowly, Shelbourne held out his hand and Code 2 handed him the bag with difficulty, since his arm was tied up. What Shelbourne expected to see in the bag was something dangerous. But there was just a jumble of dark blue fabric. Carefully, Shelbourne pulled out one piece of fabric and realized it was a new dark blue trench coat.

"I went to a coat store and there was a whole rack of dark blue trench coats. I figured I'd do something nice and buy everyone new ones." Code 2 smiled suddenly and Shelbourne blinked.

"Thank you." He replied in confusion. His injected mind was acting up again.

Slowly, Shelbourne ordered Code 3 to untie Code 2. When he did, Code 2 handed everyone a new trench coat. Then Shelbourne told Code 4 to get ready in her room. He went to get ready in his.

They all met in the lobby. Everyone wore brand new dark blue trench coats and trench hats. Everyone brought their best weapons and Code 3 was carrying the familiar yellow duffel bag with the TLDSMDFADR. In the lobby Shelbourne told them what they were going to do. First they will set off the TLDSMDFADR, and then get Lockwood.

They took a taxi to the Tokyo Tower. While in the taxi, the driver had given them a brochure about the tower. Code 4 read it out loud to the Codes.

"The Tokyo Tower stretches to 333meters, which is 13 meters taller than the Eiffel Tower in Paris, France. But the design between the Eiffel and Tokyo Tower are similar." Code 4 read.

"So it's just a taller version of the Eiffel Tower. We should have set the TLDSMDFADR from the Empire State Building." Shelbourne sighed and leaned back in his seat.

"You shut up. Anyways! The Tokyo Tower has two observatory decks. One at 150meters and the other at 250meters." Code 4 continued to read. She read the rest of the brochure to herself, while the Codes stared out the windows.

The taxi rolled down the loud streets of Tokyo. It was just like New York City, except Tokyo was lit up more and seemed to have more people. The Codes all watched all the colors flashing at every corner of the city. Then Code 5 rolled down his window and stuck his head out.

"WHOOOOO!" he cried out as the wind whipped as his face. He took his trench hat off and let the wind run through his hair.

They soon arrived to the Tokyo Tower and Shelbourne paid the taxi driver. The Tower _was_ the same looking as Eiffel Tower. Now it was lit up in red lights. They approached the entrance, but there was a sign there saying that the Tower was closed. Code 4 pulled out her brochure and said the Tower was supposed to be open, since the viewing hours were until 11pm.

"Code 4? It is 11:05pm." Code 3 looked down at his watch on his wrist. She frowned.

But the Codes weren't ready to give up. They were ready at times like these. Shelbourne pulled out a grappling hook gun out of his trench coat pocket. He told everyone to step back. He aimed the gun at the top observatory of the Tokyo Tower. When he shot, the grappling hook flew through the air like a dart and caught on to the top observatory (250 meters of the ground)

"Okay, hold on." Shelbourne told the Codes. Code 4 grabbed Shelbourne's waist and held on tight. Code 3 held on to Code 4's shoulders. Code 5 grabbed Code 3's shoulders.

Taking a deep breath, Shelbourne pressed the button on the gun and the rope began to reel the Codes in to the top observatory. It was happening at such a speed, that Codes 4, 3, and 5 all screamed as they flew upward. Only Shelbourne concentrated on when they would land.

At the top, Shelbourne helped everyone over the railing of the observatory and once they were standing on steady floor, Shelbourne hid the grappling hook into his pocket.

"Code 3, hand me the TLDSMDFADR." Shelbourne ordered.

"Albert, are you sure this is a good idea?" Code 4 asked nervously.

But Shelbourne didn't say anything. He took the machine from Code 3 and flicked the power switch. Then he pressed a few buttons and the machine began to rumble. He poked his head out of the open window they came in through and then let the TLDSMDFADR go. Instead of falling to the ground, the TLDSMDFADR sensed the clouds up above and flew up there.

"Done. Now to call Lockwood." Shelbourne sneered.

He pulled out his cell phone and dialed Flint's number. He had Flint's number back from when he and Flint worked to change Swallow Falls to ChewandSwallow. Shelbourne turned it on speaker phone and held it in his hand, as the phone rang. It took a while, but Flint finally picked up.

"Hello?" Flint asked into his cell.

"Lockwood! Look up at the sky. We have launched the TLDSMDFADR. There is no running away now, Lockwood!" Shelbourne told him.

"Are you out of your MIND? You'll end up killing yourself too! The TLDSMDFADR will destroy you too!" Flint yelled into the phone, before he hung up and Shelbourne stared at his phone.

"C'mon. Let's get down." Shelbourne grumbled and pointed at the elevators on the deck. They came over to them waited for them to come…

At the bottom of the Tokyo Tower, they climbed over the closed sign and glanced around. They didn't know what to do now. Flint and his group could be anywhere in Tokyo. So the Codes glanced up at the sky and saw dark clouds forming in the sky. Even if it was nighttime, the clouds stood out through the darkness. They were turning a strange purple color.

"That doesn't look good." Code 5 was first to say.

"Well, of course it doesn't! And I think Flint had a point. We are going to die too. The TLDSMDFADR's disasters will affect us too, since we are here." Code 3 replied. But before Shelbourne could respond, Code 4 cried out.

"LOCKWOOD AT 6' OCLOCK!" she cried out and Shelbourne spun around to see Flint, Sam, Steve on Flint's shoulders and three henchmen. All of them stood there with horrified expressions.

But Shelbourne and the Codes stood with looks of triumph. Except, Flint and his group didn't plan to stand around all night. They looked over at the Codes one more time, before they sprinted off down the street.

"GET BACK HERE, LOCKWOOD!" Shelbourne shouted and pulled out his long dagger, instead of his gun.

The Codes didn't waste any time at all. They raced after them at the same speed. Flint was getting scared. His mother mentioned the darkest hour. _But there will come a time, when you'll have to make a quick choice. It will come at the darkest hour. When the cities lights will blink out and all you have is a dagger at your throat. _His mother's words echoed through his mind. But then he heard her speak clearly.

"_Be careful Flint. The darkest hour is to come. One of you will die soon. Either you, Sam, Esto, Reg or Jag. Watch your steps. I mean it." _Her words flowed around him as if she was running next to him.

Suddenly a loud rumbled erupted out of nowhere. Flint glanced up and saw the sky flashing a dark blue glow. The TLDSMDFADR was up there. He stopped in his tracks and saw the Codes get closer. Code 3 threw his dagger in Flint's direction.

"FLINT! DUCK!" Sam shrieked as the dagger whistled through the air. When the dagger came closer, Flint ducked and it whistled over his head. As it did it cut off a small tip of Flint's hair?

When Flint turned to look at the Codes, the ground rumbled like it was about to explode. He felt the ground getting hot under his feet. People who were walking around on the sidewalks, stopped. The ground shook really hard. Now people were screaming and running away.

"Flint! What's going on?" Esto called from where he stood not too far away.

The ground suddenly cracked open right down the middle of the street. It was so sudden, that no one really expected it. Cars that stood where the crack was, now tumbled down into the crack. The ground shook harder and another split ran across from one end of the street to the other. The crack stretched to the sidewalk and people ran screaming before they could fall in.

Shelbourne and Codes watched with speechless faces. They didn't know the TLDSMDFADR would work so well. But they were pleased.

Suddenly, just like Fran Lockwood had predicted, it happened. She said that someone would die soon. Now it came. One person from Flint's group slipped and fell back into the crack.

"NO!" Flint screamed and ran to help. When he ran to the crack, the person was hanging on for their dear life. Flint held out his hand and they held out theirs. But their hands couldn't reach each other. The ground rumbled and the crack grew wider. The person screamed and fell back into the deep crack.

"NOOOO!" Flint cried out and screamed loudly. When he got up, the rest of his remaining group was standing there with horrified faces.

The Codes watched. Then Shelbourne took out a rope out of his pocket and lassoed it above his head. He whipped it at Flint's direction. The rope's loop went around Flint and Shelbourne tightened it. Shouting out, Flint fell to the ground face first. When he fell his cell phone hit a button and began to speed-dial someone.

One of the henchmen saw that Flint was in trouble and pulled out a gun. He pointed it at the rope that was between Flint and Shelbourne. He shot. The rope snapped in half and Flint still lay on the floor all tied up. But in his hands, Shelbourne held a ripped up rope.

"You!" Shelbourne snarled and charged at the henchman. The other Codes were approaching the leftover members of the group.

"You will not hurt anyone anymore! This is for killing one of us tonight!" the henchman holding the gun yelled at Shelbourne. Before Shelbourne could reach him, the henchman pointed the gun in the direction of the Codes. He fired. The bullet flew through the air and hit one of the Codes right in the chest. A howling scream escaped the Code; who was shot.

"NOOO! NO! NO! NOOO!" Shelbourne was now screeching as the Code stumbled once, twice and then fell to the ground.

Silence spun around both sides. The remaining Codes were screaming out. Flint's group hung their heads for the person who had died from their side.

"If the Codes want to fight the hard way, then that's how we'll fight." Flint snarled and a new light shined in his eyes. He wasn't going to give up easily. He wasn't going to let anyone from his side die anymore.


	32. Chapter 32: The Final Showdown Part 2

**Author's Note: The Final Showdown Part 2! A couple of surprises come in this chapter. The last part of all chasing and disasters are in Part 3, tomorrow. And to answer the question about the CWACOM sequel: they say one is in production now. But it defiantly won't be like mine! There is a book sequel, so they might follow that… and thanks to everyone for the reviews and reading this fanfic (welcome L.A.M.B-3 to fanfic, by the way!)**

The hospital room was dim and soft sunlight spilled into the room and poured right onto the person lying in the bed. It was Brent McHale. He lay there with a bandage wrapped around his head and his ripped ear. His arm had just recently left the cast and now all he had was a major headache.

Something in his pocket vibrated and his reached in and pulled out his crushed phone. Even if it had been damaged by the fall from the sky, the phone seemed to be working. Now someone seemed to be calling him.

"Uh, hullo?" he murmured sleepily.

Instead of someone answering him, he heard screaming and rumbling. Something seemed to have exploded at the other end and more screaming followed.

"What the hell?" he exclaimed and glanced at the caller ID. It said "Flint Lockwood". When he saw that, his eyes widened and his hand that held the phone, trembled.

Then he pressed the phone to his ear and listened. Something bad was happening. He knew it. But where was Flint and how was he to get there? Then he knew what to do. He hung up and then called Manny. Manny could probably connect his phone to some tracking device and then they could use Manny's WNN helicopter to get to where ever Flint was.

"Hello, this is Manny speaking. Who is this?" came Manny's quiet voice from the other end as he picked up.

"Manny! This is Brent McHale! Yeah, uh, I'll meet you at the Weather News Network in 15 minutes! Flint is in trouble and I don't know where in the world! I need you to connect my phone to one of your tracking devices and we have to find him!" Brent cried urgently.

"Of course, see you there." Manny replied and Brent instantly hung up.

Then Brent jumped out of bed, and despite his headache, he ran out the door and down to the hospital lobby to sign out.

xxx

It was terrible. First Esto had fallen into the crack and now Code 3 was dead. The League of the DBTC was horrified when Code 3 was shot. Code 4 actually began to sob. They just couldn't get over the fact that one of them had died. Code 3 was the first ever Code to die. They couldn't believe it.

Flint group was silent. Sam was staring at the crack where Esto fell with wide eyes. Esto had been a good friend to her when Shelbourne had kidnapped her last time. Flint put a comforting arm around Sam. Not too far from where they stood, Reg and Jag were sobbing.

"First Lucio and now his brother Esto!" Reg blew his nose into a tissue; he pulled out of his pocket.

"What did we do to deserve this?" Jag cried.

"Then we won't let anymore good souls die tonight. We will fight for Esto." Flint came up beside them with Sam.

The two henchmen nodded. Steve came up beside Flint and tugged on his pant leg. Flint looked down and helped Steve onto his shoulder.

"We better run now." Sam then poked Flint in the arm and they all glanced at the Codes. All the Codes had looks of hatred on their faces. Their eyes seemed to glow with something bad.

Then Code 4 slashed out a dagger out of her pocket and all the Codes pulled out their weapons. Flint cried out and his group ran after him. Another earthquake shook the street and this time a building actually began to shake. They ran further down the street. At one point, Flint looked over his shoulder. Shelbourne had pulled out his gun. This was bad.

"Guys, there!" Flint pointed at a restaurant at the side of the street.

They ducked into a restaurant and saw that the place was still open, except there was no one behind the counter. The owner must have run away because of the earthquake. The counter was tall and had a glass case, which displayed sushi. Quickly, Flint led his group and they ran behind the counter.

The Codes walked in and pushed open the door so hard; it almost flew off its hinges. Slowly, Flint whispered something to his group as they ducked behind the counter.

"WHERE ARE YOU, LOCKWOOD?" Code 2 shouted. One of the chairs scraped back Flint gulped.

Then Sam grabbed one of the Dynamite rolls from one of the plates on the counter display. The roll was bigger than the regular ones, so it was almost as big as her fist.

"Everyone grab some! Once we slug them, and get them good, we try to run to the back door." she hissed. The moment everyone grabbed armfuls, they sat poised behind the counter tops.

They watched through the glass display as the Codes paced around the restaurant. Then Shelbourne grabbed box that was standing on top of the counter glass display. When he opened it, there was a set of kitchen knives inside.

"FIRE!" Sam cried out and slung one roll at the Codes. The roll hit Code 5 in the eye and he stumbled back. Flint hurled all of his. He didn't have the best aim in the world, but some managed to hit the Codes in the faces. Some pieces fell to the floor and the Codes slipped on them.

Reg and Jag were going crazy. They kept grabbing every piece of sushi they could find in the glass display and hurtling the pieces.

"This is for killing Esto!" Jag yelled and was now throwing raw fish at the Codes from the refrigerator behind the counter. Steve soon joined Jag.

"THIS is for killing CODE 3!" Shelbourne bellowed back. He picked up a cleaver knife from the box and hurled it at Jag.

Jag managed to duck just before it could slit his head open, but had managed to throw a bloody fish head. The fish head landed right in Shelbourne's hair. Steve began to point at Shelbourne and laugh.

"Oops! You missed me!" Jag laughed as he glanced back at the cleaver knife stuck to the wall behind him. Then he gave Steve a high-five.

While Shelbourne threw the kitchen knives at the group behind the counter, Code 5 had gotten ahold of the garbage bin in front of the counter. He tried to sneak behind the counter and get Flint, but Flint knocked him over with a cutting board. The cutting board hit Code 5 right in the rib and he yelped in pain. Then Code 4 snatched the garbage bin from Code 5 and threw the whole thing over the counter.

"Eewww!" Sam shrieked as she tried to get out of the way of the falling garbage.

"Ah ha!" Code 4 cackled. But Sam went into the fridge which Reg and Jag were getting things from, and got the egg carton.

She pulled out an egg and threw it as hard as she could at Code 4. The egg landed with a splat on Code 4's brand new trench coat. A scream came from Code 4 and she began to pick up food from the floor and throw it at Sam.

Meanwhile, Shelbourne had found a Sashimi knife, which was usually used to cut raw fish for sushi and had a very sharp tip and edge, and hurled it through the glass display. The glass shattered into a million little pieces and everyone ducked to avoid getting hit in the face. The Sashimi knife flew through the hole it had made in the glass and straight at Flint.

The knife missed Flint, but pinned his lab coat to the wall. Shelbourne laughed and grabbed out another knife. Angrily, Flint pulled the knife out of the wall and released his lab coat.

"We have to get out of here, before one of us gets killed." Flint whispered to Sam and the two henchmen.

They ducked low behind the counter and crawled out the double doors behind the counter. The Codes yelled out. Once behind the double doors, Flint saw that they were in small storage room. At the very back of the room, was the back door. They ran for that.

"YOU STOP RIGHT THERE!" Code 2 yelled, just as Reg opened the back door and everyone hustled out.

The outside air was much cooler than the sushi restaurant they had just fought in. Not even stopping to look back, Flint ordered his group to run. As they ran, they realized why the air was getting cooler. The temperature seemed to drop as they ran further.

"Flint, what is going on?" Sam asked as they ran on.

"I think it has to do with the TLDSMDFADR or—holy shit!" Flint suddenly cried out and his eyes widened. His mouth opened up wide when he saw what was coming at the far end of the street.

The two henchmen, Sam and Steve all glanced at the direction Flint was staring at. They gasped too. It was a huge tsunami wave, probably coming from one of the shorelines of Tokyo. It was swallowing up cars and people as it splashed viciously down the street.

"We have to take cover, NOW!" Jag cried out and glanced around nervously. The wave was coming in closer and closer and there was no building they could hide in. Most of the people on the streets had run into buildings and had locked the doors behind them, so the water wouldn't come in.

"Climb the street light pole!" Flint cried.

He ran over to a street lamp and tried to climb the slippery side. But he fell instantly to the ground helplessly. They had to find something to hide in. They just had to!

"The dumpster! I know it smells awful, but it's the only thing I could think of!" Sam pointed at a row of dumpsters and other bins standing up against the wall.

But Flint said that he would rather jump into the recycling bin, since that didn't stink like banana peels and rotten food. The Codes had now rounded the corner and were coming down the street too. When they saw the wave, Code 4 was first to scream. The other Codes didn't. They saw what Flint and his group was doing and ran toward the bins too.

Once everyone jumped into two bins: Codes in one and Flint's group in the other, the wave was coming down the street closer and closer and now swept past the streetlight pole, Flint had tried climbing.

Suddenly the wave crashed toward the bins. Instantly the Codes and Flint closed their bin's lids and waited. They felt the wave pick up the bin and move it away along with the wave. Inside his bin, Flint was shaking. He couldn't stand all of this. What did the TLDSMDFADR have planned next? A hurricane? Snow in the middle of August? Or maybe it would start to rain food. The machine WAS a food machine too.

"If we survive this, we should throw a party." Jag replied through the darkness inside the bin.

"IF we survive." Reg muttered.

"_The darkest hour is coming. The cities lights will blink out and all you'll have is a dagger at your throat." _Came a rasping voice. Flint sat up straight and gulped. Was his mother scaring him? That didn't sound like her. He brought his knees to his chest and blinked through the dark.

"Uh, guys? Do you smell that?" Sam asked nervously. Everyone sniffed the air. The strong smell of peanut butter was coming from somewhere. Sam was allergic to peanuts and anything to do with them. But only if it touched her skin. The smell just made her nervous and a bit dizzy.

"Someone must have thrown out a jar still covered in peanut butter. Why? Are you allergic?" Reg asked.

"Yes." Sam gulped and hoped the jar wasn't too close to her.

Then light spilled into bin and they saw that Jag had opened the lid for a little light. They all glanced around the bin for a jar of peanut butter. But they couldn't quite see it.

Suddenly the wave that carried them down the street, made a lot of the glass bottle and jars roll around wildly in the bin. The empty jar of peanut butter rolled into sight and right at Sam. The rim was smeared in peanut butter. Sam tried to move away, but the bin tilted, so the jar rolled at her and some peanut butter smeared on the arm.  
"No. Oh god, no!" she cried. The peanut butter made her arm first turn red and then it began to get swollen. The swelling spread across her body.

"Where the syringe you use for your allergy shots?" Flint demanded.

"Obliviously not here! Manny has one and one is in my apartment in New York!" Sam wailed and then her face began to get swollen.

"What now? She might pass out!" Flint panicked.


	33. Chapter 33: The Final Showdown Part 3

**Author's Note: Today would have been Marie Oreant's 24****th**** birthday (April 2****nd****)! And today is The Final Showdown Part 3! It all ends here! Well there still will be two ending chapters after this one… To answer some questions: When you think about which henchman had the gun (Reg), then that's how Joe died. There will be two more deaths here and then that's it. About the weapons: the knives Shelbourne got from the sushi restaurant, the rest was just what the Codes normally carried (ex. Code 4's dagger, Code 2's gun, etc.). But here we are… the last part of all the fighting and chasing… **

A couple of hours had passed and the wave that had been passing through Tokyo was slowly draining away. When the wave had covered most of Tokyo, it was slowly becoming weaker. But as it drained away, it was horrible to see what was left of the streets. There were overturned cars, people strewn all over the place. Some were still breathing, but others swallowed too much water. The bin that Flint and his group were traveling in stopped moving through the water and came to an abrupt stop.

"Where are we?" Jag opened the lid to the bin and glanced around. Most of the streets of Tokyo looked the same: tall buildings lit up signs, and a lot of cars and people.

"I dunno, but we must help Sam." Flint gulped and took Sam into his arms and carried her out of the bin in his arms.

Suddenly there was a loud noise. It wasn't like something fell. It was the sound of a million lights burning out. It was a loud _ZAP!_ All the lights in Tokyo were blinking out. The water from the tsunami wave must have done some damage and the force of the wave must have smashed out some lit of signs on the streets or got to the power lines. Flint glanced around. It was pitch black.

"What now? We cannot see a thing?" Flint asked nervously. In his arms he heard Sam mutter something drowsily.

"I see a light ahead." Reg pointed ahead.

They watched as the light got closer and stopped a few feet away from them. It was really bright and they assumed it was some police officers or something like that. But they were wrong. It was The League of DBTC.

"Well, well, well. So we meet again." Shelbourne grinned evilly as he held the lantern up to his face. He raised it higher and when he saw limp Sam in Flint's arms, his eyes glowed.

"Enjoying the TLDSMDFADR's work?" Shelbourne asked and glanced at Flint and the two henchmen. Steve gulped and clambered up Flint's shoulder nervously.

But no one answered. Instead, Flint took a nervous step back. Reg and Jag followed slowly. The Codes saw them move and took a step forward. Flint took two steps back and the Codes took two steps forward.

"You won't survive this trip, Lockwood." Code 4 sneered and took an extra step forward. Her dagger gleamed in her hand.

Slowly, Flint placed Sam on the ground and picked up a long thin pole off the ground. It was the only thing he could really use as a weapon for now. He held the pole in front of him. The pole was as long as his arm length.

"I won't die. You cannot kill me." Flint snarled. He tried to sound brave and fearless, but he was shaking like rabbit; that had just seen a wolf. He and the henchmen were the rabbits and the Codes were the growling wolves.

Then Shelbourne gave the lantern to Code 4 and snatched the dagger out of her hands. She cried out, when the dagger slashed past her hand as Shelbourne ripped it out her hand. Wincing, she held her bleeding hand with her other one. Code 5 came over and ripped off a piece of his trench coat. He wrapped it around her bleeding hand.

Now Shelbourne advanced at Flint with the dagger. Gripping the pole tightly, Flint watched Shelbourne's dagger closely. All of a sudden, Shelbourne struck the dagger at Flint's left and Flint instantly blocked it with the pole.

"I will win in the end, Lockwood." Shelbourne cackled. Behind him, Code 2 approached Reg and Code 5 came over to Jag. No one paid attention to Sam lying on the cold ground, or Code 4 who was standing there staring into space.

Another hit with the dagger, and another block with the pole. This time, Shelbourne held the dagger interlocked with the pole and tried to push Flint's pole away. But Flint wasn't ready to give up. Not yet.

When he pushed Shelbourne's dagger away with the pole, Shelbourne tricked Flint by turning to the left side but then actually hit the right side. Screaming, Flint ducked before the dagger could slash his right side. But Shelbourne yelped and Flint saw him stumble. Something had hit him in the head.

"What the—?" Shelbourne roared and glanced at the sky. Code 4 lifted the lantern to the sky and Flint gasped. His mouth went wide open and his eyes budged. There giant fortune cookies falling from the sky.

"Epic Fail, Shelbourne! Fortune cookies are originally from China! Not Japan!" Jag shouted from where he dodged a blow from Code 5. Jag laughed and Shelbourne stared up at the sky.

Even Flint cracked a smile, but Shelbourne ignored the fortune cookies raining from the TLDSMDFADR and turned to Flint again. He gripped his dagger harder and his eyes glowed with something evil. A chill ran down Flint's spine. His smile dropped and Shelbourne charged at him with the dagger.

Flint ran backwards, but bumped into a wall. A dead alley end? _NO! This is the last thing I need right now!_ Flint shouted in his mind.

_Quick choice! Quick choice!_ He heard his mother crying out in his mind. But Flint didn't know what to do. Shelbourne had him cornered. There was food raining from the sky (for the third time already!) and the city was a experiencing a major blackout. He could slip out somehow, but there was nothing he could do now. Shelbourne was right there.

"Here we are Lockwood. You cannot escape now and your friends can't save you." Shelbourne snickered. His eyes glowed brighter now and Flint saw black dots in the blue part of his eyes. It was the injection liquid bubbling in his eyes. That was gross.

The dagger that Shelbourne held in his hand came at Flint's throat. Except the tip wasn't pointing at the throat. The dagger was held sideways, so the side of the blade was at his throat. Flint gasped for air and wondered how he will make it alive out of this mess. Or how COULD he make it out.

"There is always hope. Someone will rescue us." Flint gasped as Shelbourne held the dagger harder.

"Hope? There is none of that left. This is it Lockwood. The Final Showdown. After this night, I will raid your lab and take EVERYTHING. Everything you own will be mine." Shelbourne snarled.

"You aren't my guardian yet! My dad is still alive." Flint cried and tried to push the dagger away with his hands.

"Well, I can take care of that." Shelbourne flashed an evil toothy smile.

"You will not hurt my father! Earl will get you! Someone will catch you!" Flint wailed and desperately tried to push the dagger away.

The moment Shelbourne tried to open his mouth to speak; there came a loud whirring noise. Shelbourne loosened the dagger on Flint's throat a bit and spun around to see what the noise was. Steve hopped off Flint's shoulder and ran over to Sam, while Shelbourne wasn't looking.

The fight between Codes 2, 5, Reg and Jag stopped and they all froze in mid-air. Jag was fighting with giant glass pieces he found on the ground. Reg was about to hit Code 2 with the butt of his gun. His gun ran out of bullets so he couldn't shoot anyone.

The whirring noise had been a light blue helicopter. It landed right on the street. The Codes wall watched. Even Code 4, who stood there frozen, spun around. On the side of the helicopter it read: _Weather News Network: Weather news happens… or not!_

The helicopter door slammed open and Brent and Manny came out of it.

"Did we miss the party?" Brent joked and came out. But he gasped when he saw what was going on. Manny was first to notice Sam and rushed over to her. Brent just stood there staring at Shelbourne with his dagger at Flint's throat. Then at the two henchmen fighting with the other two Codes.

Brent didn't know anything about the Codes or The League of the DBTC (except that it existed). He didn't know that Denis was Code 5 and didn't even know who Angelica was. So he stood there completely still. Then his eyes fell on Code 5.

"Denis! W-what are you doing working with Shelbourne?" Brent asked quietly. But Denis just glared at him.

"He's injected." Code 2 growled from where he stood.

"Injected? What's that?" Brent asked nervously.

"We injected him with special liquid that twists his mind and thoughts into evil." Code 2 snapped.

Clenching his teeth, Brent curled his fists at his sides. He was ready to knock the lives out of these people. He was tired of all the people in the dark blue trench coats. Then he saw a fortune cookie fall out of the sky. Then something slimy hit him. It was noodles.

"What the hell is going on here?" Brent cried and watched more food smash to the ground.

"It's the TLDSMDFADR. The League's Diatonic Super Mutating Dynamic Food and Disaster Replicator." Shelbourne growled from where he pressed the dagger to Flint's throat again.

Brent's face when pale. He glanced around. Manny was still treating Sam in the corner. He wondered what had happened to her. Then he set his glare back at Shelbourne and Code 2. Slowly he knelt down and picked up a splintered piece of wood.

"You will all pay for this. Especially you Shelbourne." Brent yelled and threw the piece of wood. It flew past Shelbourne, bounced off the building wall and then flew at Code 2. It hit him in the face, and Code 2 fell back. He screamed about wood in his eye.

Flint gulped from where he was. _If_ _Shelbourne gets angry, he might release his anger on me and slit my throat open!_ Flint thought to himself and bit his lip. Slowly, he moved his eyes and glanced at Shelbourne; who was staring in Flint's direction, but not at Flint. He was looking somewhere over Flint's head.

"ARRRGGGHHHH!" came a scream and Shelbourne whipped around. As he did, some of the dagger grazed Flint's throat a little too much and made cut. But it wasn't anything serious.

The scream had come from Code 4. She was kneeling on the floor and black liquid gurgled out of her mouth and spilled all around her. Shelbourne HAD said he injected her for only a few hours. Now the time was up. She was screaming louder, as if someone was attacking her. Then she reached out her hands, as if reaching out to someone.

But no one touched her. She was really going insane. Code 3 had once said that too much injection could make you lose your mind and you go crazy. But it was curable. Just needed some medical attention.

"Albert Shelbourne!" She screeched and got to her feet. Her eyes got all wide and more of the injection liquid spilled out of her mouth.

Shelbourne dropped the dagger from Flint's throat and stepped to the side nervously. Flint collapsed to the ground and rubbed his neck. Reg and Jag quickly came over to him and dragged him out of the way next to Sam. Manny nodded quietly at Flint and turned to watch the scene amongst the Codes.

Brent's eyes had widened as he watched Code 4. He took a few steps back. But Code 4 didn't care for him. She was approaching Shelbourne. The liquid stopped spilling out her mouth and she wiped her mouth on her sleeve and then turned to Shelbourne. Slowly she picked up her dagger from the ground and shoved Shelbourne against the wall. His eyes widened. She pressed the dagger blade to his throat.

"Angie! Please! Listen maybe we could start over?" Shelbourne asked weakly. She didn't say anything. Her eyes flashed with hatred.

"No, Albert. You killed Marie and was about to kill Flint. He is an innocent, bright, young man. He doesn't deserve to experience all this. If you hadn't butted it, he could have been living a happy life with Sam!" Code 4 replied quietly.

But Shelbourne was ignoring her words. He wasn't ready to die. He didn't want to.

"Why did you become a Code, Angelica?" Shelbourne then asked.  
"Because I didn't know a bastard like you would be in it! When I came, it was just Joe, Denis and me. And Shelbourne, the injection liquid was MY invention, not yours! I invented the powder and the liquid! STOP TELLING EVERYONE IT'S YOUR INVENTION!" Angelica shouted right in his face, "And don't you even ask about my last name! I will ALWAYS be an OREANT! Not a money-spending, evil, blustering idiot SHELBOURNE! UNDERSTAND?" she yelled.

There was a silence. Shelbourne was so silent he didn't say anything. No one moved or said anything. Only Denis looked pale in the face. He hurled forward and vomited out all his injection liquid too. Then he fell back and fainted.

"Why did you invent the injection liquid in the first place? Was that why you left me and Marie? You were testing it on yourself weren't you?" Shelbourne had the courage to shout back.

"Yes. I know. But I still can't keep you alive anymore. You're not the sweet, caring Albert Shelbourne I know. You became a monster, Albert." Angelica whispered.

Then she raised the dagger back and Flint watched the shadow on the wall of Angelica and Albert. Angelica let the dagger come down Albert slumped to the floor.

Albert Shelbourne, aka Code 1, was dead. Killed by his wife.


	34. Chapter 34: Peaceful at last

**Author's Note: Happy Birthday to Flint (remember, his came right after Marie's)! And yes all the fighting is over, and I DID say two more people will die. And thanks about the fortune cookie. I thought about how in the movie…I guess it still could be in a stereotypical way…Well anyway, Angelica isn't done yet… But here we are… the last two (three if I cannot end in two chapters!) chapters. [Big sigh]. I really wish I didn't have to end…**

There was an astonished silence. The type of silence where everyone's eyes were widened and their jaws dropped open. The only one who wasn't like that was Code 2. He straightened up and glared at Code 4. He held his gun up and pointed it at Angelica. She pulled her dagger out of Shelbourne and wiped it on her trench coat. Then she ripped her trench coat off and dropped it to the floor. When she took her trench hat off and sliced it into a million pieces, Code 2 was fuming.

"I CANNOT believe you just killed Shelbourne, Code 4!" Code 2 snarled and glared at her from behind his gun.

"I'm not Code 4! The name's Angelica Rita Oreant!" she growled and threw her dagger at Code 2.

At the same time, Code 2 pulled the trigger and a bullet flew at her. Except, her dagger hit the bullet and sent it away. Then the dagger flew at his gun. It knocked the gun out of his hand and flew straight at his chest. He didn't even get to utter a scream; the dagger flew right into him and he fell back on the ground.

Next, Angelica bent down and pulled her dagger out of his chest. She knelt down and wiped it on her trench coat. Then she stood there staring at Patrick's and Albert's bodies. She was trembling. Then she looked up at Flint, Brent, Reg, Jag, and Manny. Even Sam was back to normal and stared at Shelbourne's and Patrick's dead bodies. Denis still was out of it.

"I-I really k-killed them?" she stammered and shivered. Then she wrapped her arms around herself and stared at Shelbourne's body with confused eyes.

"Yes. But now we don't have to worry about anyone hurting anyone." Flint explained to her. She looked up and glanced at him.

"But it was a-all m-my fault! I invented the injection liquid!" she cried and knelt down on the ground on her knees.

"Why did you?" Reg asked from where he stood.

Angelica glanced up at him with wide clear blue eyes and blinked back a tear. She thought about for a moment.

"I was always inventing cool things. On day I was thinking about mind-controlling. So I made the injection liquid, but it turned out bad. It wasn't supposed to turn you evil! I think I added an unnecessary ingredient to the mixture or something. When I tested it on myself, I became evil. That was why I left Albert and yelled at him. It wasn't me. It was my injected self." Angelica whispered and looked down at her hands.

Then she stood up and brushed away a tear rolling down her face. When she looked at everyone looking back at her, she smiled and they all smiled back.

"So what now? What do we do with Patrick's and Shelbourne's bodies?" Jag asked and Angelica thought for a moment.

But she shook her head and said they should be left the way they are. Someone will eventually find them and think that the wave brought them there and some glass from a broken window killed them. No one said anything. It didn't seem like such a good idea, but they couldn't take them back to the States or ChewandSwallow. What would security say when they carried dead bodies on the plane?

"I'm sure when they are found; someone will know who they are." Flint pointed out.

Nodding, Angelica sighed and took one last look at Albert and Patrick. Then Manny and Brent picked up Denis's body and carried him into the helicopter. Everyone else followed. They will stop at the Mandarin Oriental Hotel to pick up suitcases and then head back to ChewandSwallow.

In the helicopter, Angelica was still worried. About the TLDSMDFADR. Manny instantly flew the helicopter up higher. He was remembering when they had gone to stop the FLDSMDFR. _Hopefully there won't be another Giant Meatball._ He thought to himself.

"There!" Flint pressed his face to the window and pointed at the TLDSMDFADR glowing in the dark. Thankfully the only food the TLDSMDFADR had rained was fortune cookies and noodles. But then it had also produced that earthquake and the tsunami wave.

"Whoa. It looks like it'll fall apart any second." Sam appeared next to Flint.

It was true. The TLDSMDFADR looked ready to crumble into little pieces. It was spouting out noodles half-heartedly. One side of it had already broken away and you could see all the tubes and gears inside. The top of it was trembling and the antenna suddenly snapped in half. The sides were all covered in cracks

"The earthquake and tsunami must have been too much." Angelica frowned. She opened up the window of the helicopter.

"What are you doing?" Manny cried.

"Get closer, I'm going to grab it!" Angelica shouted over the wind. She poked her head out and Manny flew closer. But the wind from the machine was pushing the helicopter back.

Even if Angelica wasn't a Code anymore, she still wasn't ready to give up. No way. She still gripped her dagger tightly and poked her head out again. The wind whipped her hair to the left. _Wind blowing left. Hmmm…_ she thought to herself. Then she had an idea.

"Manny, move a little more to the right!" Angelica called. The helicopter moved right and she nodded to herself.

If everything worked like she wanted it too, her dagger was supposed to be blown left and hit the TLDSMDFADR. The on/off switch was there, so if she was lucky, she might hit that. Muttering something under her breath, she threw the dagger with all her might. The wind blew it away to the left and hit the TLDSMDFADR perfectly. Right under the switch. But even if she didn't hit the switch, she didn't care. The cords that connected to the switch were under the switch.

"Yes!" she pumped her fist in the air and watched as the TLDSMDFADR gave a groan and suddenly it stopped glowing. It was pitch black now. But everyone still heard it whistle downward. Soon it would hit a building or the ground (hopefully not a person) and that would be the end.

"That was awesome!" Jag grinned from where he stood.

"Insane, but incredible." Manny smiled to himself and turned on the helicopter's lights. They began to fly lower and watched out for the hotel as they flew.

Suddenly there was a whirring noise louder than the helicopter blades. Everyone looked out the windows and gasped. Slowly every building in Tokyo began to light up again. All the signs and traffic lights were coming back on. It was incredible to see. It was like a wave of light pouring over the dark city.

"Thank God someone fixed the power." Sam sighed as they flew over the city. Now it was easier to spot the Mandarin Oriental Hotel. There was a giant blinking sign on the roof.

"Thanks for the ride. We have a government helicopter waiting in the airport, so Reg and I have a ride back home." Jag thanked Manny. Smiling, Manny nodded.

"How about the two of you move and live in ChewandSwallow?" Flint then suggested.

Reg and Jag's eyes widened and they looked at everyone else looking at them. Then Reg whispered something to Jag and he nodded. Then they both turned to the rest of the group and beamed. They agreed.

"And I'll move in there too. But after I visit the headquarters back in the Grand Central Station." Angelica smiled.

Manny nodded and steered the helicopter lower to the ground. He dropped a rope ladder out the exit and waited for everyone to return with their things. Once they left, it was just Manny and Steve. Steve looked at Manny.

"No more mustache, see?" Manny turned to Steve and grinned as if he was reading Steve's mind. Steve scratched his head. He wondered which other monkey stole Manny's mustache.

xxx

This was what happened after everyone got their belongings and checked out of the Mandarin Oriental Hotel. First they flew all the way to New York. But Manny took a shortcut. Instead of flying west across all of Asia, Europe and the Atlantic Ocean, he flew east. So right after the east coast of Japan, they ended up on the West Coast of the States. After all they had to do was fly across all the States, to reach New York on the other side.

This took about 6 hours.

Once they landed in the JFK airport, everyone was exhausted. Especially Manny. Denis had also managed to wake up. He was so confused that he could barely get up the first few minutes. Then everyone explained everything to him what had happened, and he was back to normal.

Since everyone was so tired, Angelica led everyone to The League of DBTC headquarters. She explained to them about the whole idea with entering through the bench.

"Who built an entrance like that?" Flint asked as they approached the bench. He was very interested in it.

"Me. I built it, but Joe and Denis helped design it. Back then I didn't know that Albert and Patrick were members. Joe knew, but he never told us. All he told us we needed headquarters and that… I don't really remember. I think I was injected back then." Angelica shook her in confusion.

Instead, she told everyone what to do. Making sure no one was looking; she stood on top of the bench and pulled out a little black marble out of her jeans pocket. She dropped the marble on the bench seat and the bench opened up.

"After you, guys." She motioned at everyone. Flint was first to peek into the hole. It was a dark tunnel leading downward. Then he hopped into it. Sam was next, followed by the henchmen, Manny, Brent, Steve, Denis and finally Angelica.

They all slide down and everyone landed in a heap at the bottom. Flint ended up being at the bottom of the pile.

Once everyone got off him, they all gasped at the giant vault door in front of them. Angelica came up the vault door and tapped it. The sound echoed all around.

"_Password, please."_ Came a robotic female voice.

"754." Angelica said clearly. The vault door creaked open and she gestured everyone to follow her.

There went gasps all around. Angelica and Denis just breathed in deeply. They were glad to be here. But at the same time, they felt a little uneasy. The floor was still a dark purple carpet. The walls were black with glow-in-the-dark dark blue lines tracing all around the walls in different directions. The ceiling was glowing a blue glow and a diamond chandelier hang over a round oak table. Six Matching oak chairs circled the table. Across the room were the seven doors. It was just like Angelica and Denis remembered it.

"Wow. This place is so cool!" Jag cried out excitedly and then ran to the table and squinted up at the diamond chandelier. He couldn't believe it was real diamonds.

"We stole that." Angelica turned deep red as she glanced up at the chandelier.

"We have sleeping bags somewhere, for you guys to sleep on." Denis ran into one of the rooms.

He came back holding a giant dark blue bundle. Then he dumped it in front of everyone. Then he ran to find everyone pillows and Angelica ran into the kitchen to get something to eat (that is, if nothing was spoiled).

xxx

"Flint? Are you asleep?" Sam whispered through the darkness. Everyone had fallen asleep long time ago. The only sound in the room was soft snoring coming from mostly everyone in the room.

"Nope." He whispered back from where his sleeping bag wasn't too far from Sam's.

"I just can't believe what had happened these past few days. You and I almost died. Shelbourne is dead. We traveled to Paris and Tokyo." She whispered and Flint's heard her sigh.

Quietly, he got up and moved his sleeping bag closer to hers. Then he slowly put an arm around her and hugged her tightly.

"I know. I'm just happy you're alive." He kissed the top of her head and she snuggled closer to him.

They eventually fell asleep. There was no more talking during the night. Everyone was finally fast asleep. Except for one person. When everyone was deeply asleep, Angelica snuck out of her bedroom and into the room where everyone slept on the floor in their sleeping bags.

She sighed and sat down on one of the couches in the corner. She looked over at Flint and Sam and brought her knees to her chest. She wished she was loved like that again. Not by Shelbourne. Yes by him, but not by the injected, monstrous version of him. When she looked across the room, she saw a silver figure floating around the entrance to the room.


	35. Chapter 35: Watching sunsets

**Author's Note: Okay, this is NOT the last chapter. After this there WILL be the Epilogue. So stay tuned! I sorry I'm stretching the story even longer, but I want to make sure all questions are answered and that I end well. But everything will come to an end in this chapter. And don't worry I haven't forgotten about the café scene in the beginning =) And sorry about the birthday mix-up… **

_Location: ChewandSwallow_

After a good night's sleep, everyone headed over to the JFK to collect their aircrafts. Manny said goodbye to everyone and climbed into his WNN helicopter. Sam watched him go. She still didn't return to her job. But they'll probably fire her the moment she stepped through the door. She had be absent for so long.

Everyone else had climbed into the government helicopter. Angelica had lugged on most of the stuff from The League of DBTC headquarters. She was permanently moving back into ChewandSwallow. Reg, Jag and Denis were moving in too.

When they had landed in ChewandSwallow, Reg flew the helicopter behind the old sardine factory. Then everyone got out and made their ways to Main Street. When people saw them everyone was shocked.

"Where have Flint, Sam and Brent been?"

"Is that Angelica Rita Oreant?"

"Denis Loquesto? Last time we saw him he was in high school!"

Things like that erupted from a crowd forming around the street. Then Mayor Devereaux came out to the front of the crowd and blinked at the arrivals. The crowd instantly stopped talking. He sighed and looked all at them with expressionless eyes. Then he glanced at Angelica and nodded solemnly.

"Welcome back Mrs. Oreant. Last time I saw you it was almost 15 years ago." He nodded and people began to murmur again.

"Yes, Earl. I-I mean M-Mayor Devereaux." She stammered and looked down at her feet.

The crowd began to whisper again, but Mayor Devereaux spun around and glared at the crowd. No one said a word anymore. Then Mayor Devereaux turned to glance back and now looked at Flint, Sam, and Brent. He let out a relieved sigh.

"Well! It's good to have you back! Were you guys okay?" Mayor Devereaux asked and stared at them.

"Uh… yeah." Flint didn't dare look Mayor Devereaux in the eyes.

"And Albert Shelbourne is dead." Angelica then raised her head and looked at Mayor Devereaux. The crowd heard that too and no one said a word.

Slowly, Mayor Devereaux nodded and squeezed his eyes shut for a second. Then he bit his lip and glanced down at Angelica. He expected her to cry or something. But she didn't even blink. Then walked through the crowd and motioned everyone to follow.

Confused, the crowd followed and so did Flint, Sam, Brent, Angelica, Steve, Reg, Jag and Denis. Mayor Devereaux walked toward the center of the town where the stage and podium was. It seemed to be fixed after the fish bowl incident. Flint cringed at that memory. Everyone watched as Mayor Devereaux walked onto the stage and behind the podium. He adjusted the microphone.

"Now we all know that our previous Mayor wasn't what most would expect out of a leader of our town. But it is a town tradition we say a few good words about the man. Whoever has something to say, come right up." Mayor Devereaux spoke into the mic and stepped back.

He had said those words with difficulty. Not because of sadness, but because how much he didn't want to do this. _Shelbourne was a bad soul, but it's a tradition. I'm loyal to the town's traditions._ Mayor Devereaux thought to himself.

The first person to walk up was Angelica. No one was surprised. She came up behind the mic and took it in her hand. As she took it, she couldn't meet the town's faces. Instead she looked over everyone's heads; into the distance.

"What he was right now was not what I knew. I'm saying this to all who knew Albert 15 years ago. And even before that. He was a good man back then. I loved him back then. Now, not so much; no." she replied and turned deep red.

When she walked off stage, some people patted her on the back and then more and more people walked up to say what good he has done. Everyone remembered him as what he was long ago. No one dared mention what he turned into now.

xxx

"This place is awful! We'll be cleaning all day!" Angelica planted her hands on her hips as she kicked the front door to the house where she used to live in and then Albert lived in with Marie.

There were cobwebs everywhere and dust. Something smelled like rotten eggs. Flint saw a rat scuttling around a worn out armchair. Sam quickly grabbed his hand as they went from room to room.

"This place might be impossible to clean. There are rats and spiders everywhere!" Reg opened a drawer and peeked inside. He instantly took a step back and almost crashed into Jag.

"I'll say! Did you guys see the fridge?" Denis called from the kitchen. Slowly everyone entered the kitchen and peeked over Denis's shoulder.

It was the grossest thing ever. The oranges were all green and fuzzy; the milk smelled worse than sweaty gym socks, the eggs were blown up a bit and looked ready to explode and everything was either covered in blue or green fuzz, or smelled worse than sardines soup. Then Angelica went over to the kitchen sink and opened the cupboard over it. She took out some rubber gloves and slapped them on.

"2005? This milk expired 4 years ago!" she exclaimed and began to put the milk back, but suddenly the carton began to shake and she screamed and dropped it.

Everyone shrieked and jumped back before the milk could splash on them. When all the milk was all over the floor, they say that it wasn't even white anymore. It was a yellow color with white flaky things floating things in it. Then giant cockroaches crawled out of the carton and Angelica screamed and made a mad dash out of the kitchen.

Everyone followed. She led them right out the front door.

"On second thought, maybe I'll get a job and buy a good clean house." She sighed and ran her hand through her hair.

"There are a few cheap houses on my street." Flint suggested.

"Yes, and oh!" she suddenly gasped.

Her eyes twinkled like she had just won the lottery. Everyone turned to look at her.

"I'm sure I still have some money in the bank! And I could take Albert's too, now that he's dead!" Angelica nodded.

Then she told everyone to follow her to the City Hall. On the way there, they bumped into Mayor Devereaux. He looked straight at Angelica and then handed her a large dark blue envelope with a silver wax seal closing the envelope at the back. Confused she took the envelope and turned it over in her hands. Once she realized what it was, her eyes widened.

"Flint. We need to go to your house. I-I think your dad might want to hear and see this too." She stammered and clutched the envelope close to her chest.

Nodding, Flint led everyone back down Main Street.

"Tell me if there are any problems, Mrs. Oreant!" Mayor Devereaux called after her.

She didn't say anything. She just followed Flint. Sam walked on Flint's other side. None of them knew what was in the envelope yet. All Sam knew that the colors of the town were blue and silver. But the envelope still looked scary looking. Even Angelica was gripping it so hard, her knuckles were turning white.

They reached Flint's house and Steve jumped off Flint's shoulder and dashed to the lab. Everyone watched as Steve climbed up the elevator tube and then along the dome-shaped walls of Flint's lab. Soon the monkey disappeared into the open window.

"The lab looks awesome." Jag replied as he stared at it.

"You can say that again." Reg said and stared up in awe too.

"The lab looks awesome." Jag grinned and Reg shoved him.

They came up to the front door and knocked on the door. Tim Lockwood opened it and for a second he didn't react. Then he saw Flint.

"Flint! Where have you BEEN?" Tim cried and gave him son a huge hug. Flint hugged his dad back.

"I'll fill you in later. Can we come inside?" Flint asked and stepped back.

"Oh, sure!" Tim furrowed his eyebrow and watched as the rather large group trampled inside.

Flint led everyone into the living room. He, Sam and Brent all squeezed in on the small couch, while Angelica, Denis, Reg and Jag were seated on the long one. The last couch was across from Flint's. Tim came in and sat down on that one. He looked around the room at the people sitting there.

"I'm Reg, Mr. Lockwood." Reg held out his hand and Tim shook it carefully.

"And I'm Jag, Mr. Lockwood." Jag grinned and shook Tim's hand enthusiastically.

"Pleasure to meet you," Tim nodded, "And you are Denis. And you are…" Tim froze when he saw Angelica. His jaw dropped open as if he couldn't believe he was seeing Angelica. But he seemed to know her, because he smiled and shook her hand. Angelica smiled and shook it back.

"I'm holding Albert's Will here." Angelica slammed the dark blue envelope on the coffee table in front of the long couch.

Tim leaned forward and his eyebrows actually rose. Then he glanced at Angelica. He knew that Albert was dead because of earlier that day, but he was surprised someone had unearthed Albert's Will.

Slowly, Angelica peeled off the wax seal at the back and pulled out some sheets of paper. First there was a whole sheet saying that so and so grant permission for this Will to be read. Then the actual Will was pulled out. Angelica opened her mouth to read the top heading.

"_WILL OF ALBERT SHELBOUNRE. I, Richard Shelbourne, a resident of Swallow Falls, hereby make this Will and revoke all prior Wills and Codicils on July 13__th__, 1987_." Angelica read. She looked over at everyone watching her.

"Who's Richard?" Brent asked.

"His father." Angelica shuddered and then blinked for a second.

Tim looked down at his hands as if he thought Richard Shelbourne was a horrible man too. But no one else in the room knew him. Everyone else just wondered if he was a bad as Albert. Then Angelica gulped when she saw what she was to read next. But Tim nodded at her and she continued.

"_I am married to Angelica Rita Oreant, who I will refer to as "my spouse". We were married on June 3__rd__, 1986 in Swallow Falls. _And then it just states all his property and who it shall be given too." Angelica nodded.

No one said a word. They all at the edge of their seats ready to see. But then there weren't too many people to give things too. There was Marie (but she was dead), Angelica and that was pretty much it. Flint had already been born and so had Brent. No one really knew if Flint or Brent would get anything.

"There is the Shelbourne secret fortune locked away for me and Marie to split. Brent gets CEO of the sardine factory and Flint is put under the custody with me, when Tim dies." Angelica looked around the room.

But there was a slight problem. Albert Shelbourne had probably used up half of the so-called fortune, since he wasted a lot of money. Next, the sardine factory was no longer available, so Brent got nothing. The only good thing was that Flint was stuck under Albert's protection if his dad died. And Angelica wasn't so bad. He smiled to himself and Angelica smiled at him.

Tim on the other hand seemed relieved that Flint wasn't under Albert's protection anymore. When Angelica told him to sign the Will (you needed 3 witnesses to sign), he signed happily. Then she made Brent and Flint sign afterwards.

"I'm glad that's over." Angelica slumped back in her seat and blew out a loud sigh.

"In the movies, they make reading Wills so exciting. I didn't see anything exciting about that." Jag frowned.

"That's Hollywood for you." Reg told him.

"Now I just need to speak to Flint outside." Angelica said and left the room. Blinking, Flint followed her out the front door of the house.

They walked down the street and Angelica didn't say anything for quite a while. She seemed nervous. But as they walked past Main Street and toward the docks, she finally spoke.

"Do you remember before Sam got kidnapped and you were eating in the café with Albert?" Angelica asked and sat on the edge of the dock. Slowly, Flint sat down beside her. He wondered how she knew about the café. Unless…

"Yeah. And there was some person in a dark blue trench coat sitting in the back. Apparently they were shot in the leg." Flint scrunched up his eyebrows and glanced at Angelica.

She smiled knowingly and then looked up at the sky. The wind blew her wavy brown hair back and she closed her eyes as the wind poured over her face. Then she breathed in deeply and turned to look at the ocean. Flint couldn't believe she was 42 years old. To her, she looked like she was in her early thirties.

"They were not shot in the leg. The bullet just ripped off some skin and caused a bit of blood. It wasn't a big deal. And it didn't cause a limping leg either." Angelica smiled and Flint narrowed his eyes at her.

"Are you—? I mean, were you that person?" Flint asked with wide eyes.

Then she nodded and Flint let it all sink in. He tried to remember back to the scene in the café. How Albert (Alan Shell) was telling everyone to get out of the café. He made it seem like Angelica was dangerous. Then he remembered that she was a Code back then, so she was injected. But still! He thought it might have been Patrick or something.

"But why did you come to ChewandSwallow?" Flint asked her and she just kept looking out into the sea.

"Well, for two reasons. The main reason was that Joe told me to go back and search around for you. I didn't really know that The League was after you, so I went to see how you were. They only explained right after. When Denis went to kidnap Sam. The other reason was that I missed the place. When Albert saw me, I recognized him and threw the dark blue fog bomb. He tried to kill me, but I managed to escape." Angelica sighed and now glanced at Flint.

He nodded at her and didn't say anything. Then he felt a hand on his shoulder and he turned around to find Sam standing there. She smiled at them and then Brent, Jag, and Reg came up from behind her.

"You guys okay?" Sam asked and sat down on Flint's other side. Denis came and sat next to Angelica on her other side. Reg, Jag and Brent squeezed in on Denis's other side.

They all sat there together watching as the sun set over the horizon. Smiling, Sam put her arm on Flint's shoulder. Flint put his on Angelica's shoulder, she out hers around Denis's shoulder, he put his on Brent's; who put it on Jag's; who put his on Reg's.

They watched silently as the sun dipped over the horizon showering its last rays over them all sitting on the dock's edge. Right now no one thought about Albert, or what happened in Tokyo and Paris. No one thought about going anywhere or The League of DBTC. No one thought about the TLDSMDFADR or the Time Machine. Not even about Albert's Will or his house.

"Let's pretend that nothing bad ever happened these past few days, and we had been sitting her all along." Flint smiled and everyone agreed.

As they sat there three more people joined them. The ghosts of Fran Lockwood, Marie Oreant and Joe Towne slowly came up behind them and stood behind.

They were too, watching the sun set and the moon rise.


	36. Epilogue

**Author's Note: Yes someone pointed out there was no Esto ghost. Well, if there is no ghost then he is… =) I've just wanted to say how much I will miss writing for CWACOM. I want to write a one-shot on September 18****th**** (the day it came out). But then that's it. Here is the Epilogue. **

**[9 months later…]**

It had been a calm morning in May. The citizens of ChewandSwallow were happy that the rain and cold was gone. It had been a harsh winter with blizzards and storms all winter long. But now that the weather changed, everyone spent most of their days outside.

Other than the weather, people have changed too. First there was Angelica Rita Oreant. She got a job as Mayor Devereaux's secretary. And she was signed on to being the next Mayor of ChewandSwallow when Mayor Devereaux signed off the job. The job as a secretary paid her a lot of money and soon she bought herself a house on Flint's street. Reg, Jag and Denis all moved in with her. Other than her job, she helped Flint in his lab from time to time, since she used to invent crazy things herself.

Denis was doing what he loved: football. He got a job as a football coach for the high school. He even suggested teaching Flint some more. But Flint refused and said he'll stick to inventing. But he did end up teaching Reg and Jag how to play football.

Reg seemed to take football seriously, but Jag still cracked his jokes from time to time.

"Hey, Reg wanna hear a joke?" Jag called to him the moment both finished stretching and ran out into the field. Reg just groaned. Jag's jokes where sometimes so lame, that it wasn't even funny.

"Okay here it is: A guy took his girlfriend to her first football game. Afterward he asked her how she liked the game. 'I liked it, but I couldn't understand why they were killing each other for 25 cents,' she said. 'What do you mean?' he asked. 'Well, everyone kept yelling, 'Get the quarter back!'" Jag grinned and Reg blew out a sigh.

"He should become a comedian instead." Reg rolled his eyes and jogged after him onto the field.

Other than practicing football, they were also job searching. Angelica suggested they work with her. But they said they'd get bored doing paperwork. So for now they had no jobs.

Brent was still who he was. He still continued to help Mayor Devereaux here and there, but sometimes joined Denis in coaching the football team or playing football on lazy afternoons. What bothered him the most was that he still didn't have a girlfriend by now. Denis kept telling him that one day he'll have one, but Brent was still skeptical.

"Flint has even has Sam! I thought I'd get a girlfriend before him!" Brent complained to Denis.

"You DID have girls trailing after you before, so don't worry. Everything will soon come back to normal." Denis waved him away and went back to teaching his team, once they came out of the locker room.

Sam on the other hand, went back to being a weather reporter. Except what she did was she opened up a weather station right in ChewandSwallow. Manny soon moved here too and still continued being her cameraman. But other than being a weather reporter, Sam married Flint a few days after the day everyone sat on the dock watching the sunset.

No one was surprised. Everyone saw it coming. The wedding was a huge thing. The whole town attended. Tim was almost crying the whole time. He was never happier to see Flint finally getting married. As for Sam's parents, they did come to the wedding all the way from New York. Sam's mother looked exactly like Sam, except with longer hair. Sam's mother kept on fussing over Sam and Flint. He father had short black hair and was silent most of the ceremony. What bothered Flint was that they didn't even know what happened to Sam these past months.

"Oh, look at you too! You guys are so adorable together! Aren't they Harold?" Sam's mother; Tara turned to her husband and then smiled back at Flint and Sam. Harold just nodded.

The wedding ceremony went on for about two hours. When Flint flipped over Sam's veil, and kissed her deeply, the whole town went crazy. They lifted Flint and Sam into the air and then everyone ran to the wedding tent for the party and all that.

The wedding was a night no one would forget. Everyone stayed up till dawn.

Now we actually go 9 months later, when everyone was living in peace. It was that calm morning in May.

The town was waking up to clear blue skies and fluffy clouds. Angelica was first to wake up in her house. The others were still fast asleep upstairs. She went downstairs and made a batch of pancakes. Then stood at the foot stairs and glared up, holding the spatula she used to flip the pancakes in her hand.

"BREAKFAST IS READY! GET DOWN HERE, BEFORE I COME UPSTAIRS AND THEN THINGS WON'T LOOK GOOD! I HAVE A SPATULA AND I'M NOT AFRAID TO USE IT!" Angelica shouted.

Immediately she heard three sets of feet running upstairs and then she heard the sink turn on. Then three doors slammed and in seven minutes, Denis, Reg and Jag slid down the stairs railing and landed in front of Angelica. All were catching their breath.

"Good. I have to go to work, now. Don't forget to wash your dishes after yourselves." She smiled. They watched as she put the spatula in the sink and then watched her as she grabbed her purse and headed out the front door.

The moment she left, all three stood in silence. Then Denis went into the kitchen and Reg and Jag followed.

"If she weren't here, this house would be turned upside-down in less than a day." Jag said out loud. They all sat down and began to eat. To them, Angelica was like a mother. In fact, she could easily be their mother. They were somewhere 20 years apart from her.

"Imagine when she becomes Mayor." Denis grinned to himself and cut his pancake.

"That won't be soon." Reg waved him off and went to brew himself some coffee.

But Denis grinned and shoveled half the pancake in his mouth. When he swallowed, he looked over at Reg and smiled knowingly.

"Not true. Earl wants to go back to being a police officer. He says the job as a Mayor is too much work for him. So I won't be surprised if next week, Angelica becomes Mayor." Denis told him.

Reg appeared back at the table and stared at Denis with wide eyes. Jag even stopped eating. But Denis just leaned back in his seat and smiled.

"I think she'll make a great Mayor. What just because Albert was a lousy, evil Mayor, she will be that too? Nah, she'll do a great job." Denis folded his arms over his chest and raised an eyebrow at Reg and Jag.

The two shrugged and continued eating. Nodding, Denis continued eating too. Even if he knew Angelica would go a marvelous job, he was still worried. He knew that even if she was strong and wasn't afraid of practically anything, she had an emotional/sensitive side. She didn't show it too much, but he knew she had it.

How would she react working in the Mayor's office, when there were huge portraits of previous Mayors hanging on the walls across from the desk? Usually when someone mentioned Albert these days, she'd either get angry and yell at them for mentioning him and hit them with her purse or burst into tears and not show up at work for a couple of days.

That's how bad it was.

"I hope so. This town needs a good Mayor." Reg sighed and went to see if his coffee brewed yet.

xxx

That same day, Flint woke up in his lab and looked around. Once again he fell asleep working on an invention. Well he wasn't exactly working on it—he had been reading blueprints all night long. He and Angelica were working on something together.

The blueprints she had drawn were so complicated, that it really hard to read. There were arrows and little notes all over drawings and doodles. He was still trying to figure out what the invention was! That's how messy the blueprints were. But now he was wide awake, and decided he'll just ask Angelica later. Right now he wanted to visit Sam and see how she was. She was probably at work already.

The moment he came out of his lab, he realized how warm it was. The perfect day for the beach. But he knew today was a Thursday and many people worked today, like Angelica, Denis, Brent and Sam. So the beach wasn't such a good idea.

Main Street was full with people walking in and out of cafés, shops, and other buildings. He spotted Angelica walking not too far from where he was. When he called to her, she turned around and came over to him.

"Lovely morning isn't it?" she smiled and they walked down Main Street together.

"Beautiful." Flint beamed and both of them continued to walk.

Suddenly Flint's phone began to ring loudly. He pulled it out of his pocket and answered it. Angelica watched him nod into the phone and then his face went really pale. Slowly, he glanced over at Angelica and she could tell something was wrong. Then Flint hung up and took in a deep breath.

"It's Sam. She's in the hospital giving birth." Flint went even paler.

"WHAT?" Angelica demanded. She looked even more surprised than Flint.

"You heard me. We need to get there fast." Flint's eyes widened and he began to mutter something nervously under his breath

Gulping, Angelica asked to borrow Flint's phone and called her house. Denis answered. They still seemed to be eating pancakes.

"Hello? Denis speaking." Denis replied into the phone and yawned.

"This is Angelica. GET YOUR ASS OVER HERE! And tell Reg and Jag to get here too. Call Brent to come too." Angelica cried into the phone.

"Huh, why?" Denis asked.

"Sam is giving birth right now! Come to the Medical Clinic!" Angelica told him. She heard him tell her, that he'll be there right away.

Meanwhile, Flint and Angelica stopped heading to the direction of the City Hall (the weather station was right next to the City Hall) and this time turned down the street away from that direction. They raced down the street as fast as they could and Angelica didn't even care if her hair was getting all messy because of all the running. At one point, she took off her high-heels and ran holding them in her hands.

The Swallow Falls Medical Clinic stood where it had always been. Everytime, Angelica saw it, she'd complain about there not being a proper hospital. And why they had broke down the old one. But this time, she didn't say anything.

They ran inside and the man sitting behind the small counter watched them. He didn't even say anything as they ran to the elevators.

They reached the 2nd floor and ran down the hallway to the birth section. Angelica spotted Sam's card stuck to one of the doors. Quietly, Flint pressed his ear to the door. Sam seemed to be sobbing.

"Go inside. I'll wait out here." Angelica smiled at him. She began to tear up as Flint slowly opened the door and walked inside.

When Sam saw him she sighed with relief and he came over by her side and gripped her hand tightly. Sam screamed out one last time, before another set of screams filled the room.

"It's a girl." The doctor held up a crying baby girl. Sam looked ready to faint. But the doctor handed her the baby and Sam cradled her in her arms.

"I'll leave you too alone for a while." The doctor smiled and left the room.

The moment he left, Flint stared at his daughter. He still had trouble believing she was his. Sam looked at him and smiled, then slowly kissed him on the cheek.

"Why do you look so confused?" she whispered and he looked at her.

"I cannot believe I'm a father." He stammered and blinked down happily at his daughter.

Both Sam and Flint looked down proudly at their daughter. Suddenly, she stopped crying and began to squirm. Then she slowly opened her eyes. They were a beautiful green color. Then Flint noticed that her head was covered in messy brown fuzz for hair.

"She has your eyes." Flint kissed Sam on the head.

"She is defiantly going to have your hair. I don't have brown hair." Sam smiled proudly.

They both watched her, then Sam moved over a bit and Flint sat down beside her on the hospital bed. Slowly, Sam asked if Flint wanted to hold her. Gulping, he nodded. Carefully, he picked up his daughter and cradled her in his arms.

"What should we name her?" Sam then asked. Their daughter looked from Sam to Flint with her huge green eyes.

"Fran Camille Lockwood." Flint then smiled.

Sighing happily, Sam leaned her head on his shoulder and nodded. She liked that.

Both watched Fran proudly. They hoped their daughter would live a wonderful, happy life. They didn't even have to hope. They knew. There was no more evil left in ChewandSwallow as far as they knew.

Soon Angelica, Reg, Jag, Denis, Brent and even Manny all walked into the room. Everyone began to quietly praise Flint and Sam, because Fran had already fallen asleep in her father's arms. Then everyone just watched Fran sleep.

Maybe if you walk into ChewandSwallow a few years later you'll find Fran probably running around in her father's lab coat chasing Steve. Sam and Flint have now moved into a house, but Flint will never forget his lab. Angelica eventually became Mayor and Reg and Jag finally agreed to get a job to help her.

And what about Esto? Everyone thought he was dead, but a year later he reappeared in ChewandSwallow alive and well. Someone had rescued him from the crack, but he had lost both of his legs, so he rode around in a wheelchair. But Reg and Jag were never happier to see him.

So the story of Flint Lockwood comes to an end here, because we know he'll live a peaceful life from here with Sam and Fran. But everything that he has showed us in his life; all will not be forgotten.

**Author's Note: A BIG thank you to Qille, The Pointless One, L.A.M.B-3, nameless reviewer and RivkAnn for reading this story and my other CWACOM stories! Thank you so much guys for all the favorites and reviews! I will really miss writing for CWACOM! Thank you guys for all your support and ideas. =D**

**Now a big thank you to all my friends: Anabel, Katie, Lexi, Mark, Alberto, Marina, Francis, Yvone, Angelica, Angelica Marie, Cassidy and Janina. **

**I will see everyone very soon with a fresh new fanfic… =)**


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